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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

For the fiscal year ended April 30, 2006

OR

| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-27071

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AGILE SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0397905                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

(Address of principal executive office)

6373 San Ignacio Avenue, San Jose, California 95119-1200

(Registrants telephone number, including area code)

(408) 284-4000

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

Common Stock, Par Value $0.001

(Title of Class)

The NASDAQ Stock Market LLC

(Name of
Exchange in which Registered)

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ̈No  x

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 the filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (check one):

|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈

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

The aggregate market value of Agile Software Corporation common stock, $0.001 par value, held by non-affiliates as of October 31, 2005, was
approximately $253 million, based upon the last sales price reported for such date on the Nasdaq National Market. For purposes of this disclosure, shares of common stock held by persons who held more than 5% of the outstanding shares of common stock
and shares held by officers and directors of the registrant have been excluded in that such persons may be deemed to be affiliates. Share ownership information of certain persons known by the registrant to own greater than 5% of the outstanding
common stock for purposes of the preceding calculation is based solely on information on Schedule 13F or 13G filed with the Securities and Exchange Commission and is as of October 31, 2005. The determination of affiliate status is not
necessarily a conclusive determination for other purposes.

The number of shares of common stock of Agile Software Corporation issued and
outstanding as of December 31, 2006 was 57,545,957.



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AGILE SOFTWARE CORPORATION

FORM 10-K

APRIL 30, 2006



TABLE OF CONTENTS



|                   |  |                                                                                                                              |  |     
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|Form 10-K Item No. |  | Name of Item                                                                                                                 |  | Page
|                   |  |                                                                                                                             
|                   |  | PART I                                                                                                                       |  |     
|                   |  |                                                                                                                             
|                   |  | EXPLANATORY NOTE                                                                                                             |  | 1   
|Item 1.            |  | BUSINESS                                                                                                                     |  | 5   
|Item 1A.           |  | RISK FACTORS                                                                                                                 |  | 15  
|Item 1B.           |  | UNRESOLVED STAFF COMMENTS                                                                                                    |  | 26  
|Item 2.            |  | PROPERTIES                                                                                                                   |  | 26  
|Item 3.            |  | LEGAL PROCEEDINGS                                                                                                            |  | 27  
|Item 4.            |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                          |  | 28  
|                   |  |                                                                                                                             
|                   |  | PART II                                                                                                                      |  |     
|                   |  |                                                                                                                             
|Item 5.            |  | MARKET FOR AGILE SOFTWARE CORPORATIONS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 29  
|Item 6.            |  | SELECTED CONSOLIDATED FINANCIAL DATA                                                                                         |  | 31  
|Item 7.            |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                        |  | 38  
|Item 7A.           |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                   |  | 71  
|Item 8.            |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                                  |  | 72  
|Item 9.            |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                         |  | 114 
|Item 9A.           |  | CONTROLS AND PROCEDURES                                                                                                      |  | 114 
|Item 9B.           |  | OTHER INFORMATION                                                                                                            |  | 119 
|                   |  |                                                                                                                             
|                   |  | PART III                                                                                                                     |  |     
|                   |  |                                                                                                                             
|Item 10.           |  | DIRECTORS AND EXECUTIVE OFFICERS OF AGILE SOFTWARE CORPORATION                                                               |  | 120 
|Item 11.           |  | EXECUTIVE COMPENSATION                                                                                                       |  | 125 
|Item 12.           |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                               |  | 131 
|Item 13.           |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                               |  | 135 
|Item 14.           |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                       |  | 135 
|                   |  |                                                                                                                             
|                   |  | PART IV                                                                                                                      |  |     
|                   |  |                                                                                                                             
|Item 15.           |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                                   |  | 137 
|                   | 
|SIGNATURES         |  | 139                                                                                                                         



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PART I



FORWARD LOOKING
STATEMENTS



Except for the historical information contained
herein, the following discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. We intend
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and we are including this statement for purposes of complying with these
safe harbor provisions. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially, as a result of certain factors, including, but not limited to, those
discussed in Risk Factors in this report and our other Securities and Exchange Commission (SEC) filings. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and
assumptions, including those set forth in this section as well as those under the caption, Item 1A Risk Factors.



Words such as expect, anticipate, intend, plan, believe, estimate and variations
of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.



Unless expressly stated or the context otherwise requires, the terms we, our, us, Agile, Agile
Software and the Company refer to Agile Software Corporation and its subsidiaries.



EXPLANATORY NOTE



In this Form
10-K, Agile is restating its consolidated balance sheet as of April 30, 2005 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended April 30,
2005, and each of the quarters in its 2005 fiscal year. Our decision to restate was based on the results of an independent review into our historical stock option grant practices, and related accounting, that was conducted by a special committee
(the Special Committee) of one independent director appointed by the Audit Committee of the board of directors of the Company (the Board), with the assistance of independent counsel.



The Special Committee found instances in which incorrect measurement dates
were used to account for certain option grants. In addition, the Company found that it did not appropriately account for certain other aspects of stock compensation, but which did not result in a material adjustment to our historical consolidated
financial statements. The total cumulative adjustment to stock compensation expense resulting from these findings, as well as adjustments related to other immaterial stock compensation expense accounting errors found by the Company, is $69.6
million. Accordingly, this Form 10-K includes restatements of the following previously filed financial statements and data (and related disclosures): (1) our consolidated financial statements as of and for the fiscal years ended
April 30, 2005 and 2004; (2) our selected consolidated financial data as of and for the fiscal years ended April 30, 2005, 2004, 2003 and 2002; and (3) our unaudited quarterly financial data for all quarters in fiscal 2005. See
Note 2, Restatement of Consolidated Financial Statements, and Note 16 Unaudited Quarterly Consolidated Financial Data, to the consolidated financial statements included in this Form 10-K for a detailed discussion of the
effect of the restatements.



In connection with our
restatement, we assessed generally whether there were other matters which should have been corrected in our previously issued financial statements. As a result, Agile made certain adjustments in this Form 10-K to our previously filed consolidated
statement of cash flows for fiscal year 2005, and the consolidated statements of cash flows included within our unaudited quarterly financial data for each of the quarters in fiscal 2005 and the first three quarters in fiscal 2006. These adjustments
were primarily the result of



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errors in the calculation of the effect of exchange rate changes on cash balances, which principally resulted in reclassifications between cash provided by
(used in) operating activities and the effect of exchange rate changes on cash. These adjustments had no impact on the total change in cash and cash equivalents within the consolidated statements of cash flows, the consolidated statement of
operations or the consolidated balance sheets for the affected periods.



Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatements have not been amended and, as such, should not be relied upon. On October 26, 2006, we issued a press release
announcing that, although we had not yet concluded which specific periods may require restatement, the Audit Committee of our Board had concluded that our previously issued financial statements should no longer be relied upon.



Stock Option Review



On September 19, 2006, Agile announced that it had commenced a
voluntary review of stock option grant practices through a Special Committee of one independent director appointed by the Audit Committee of the Board, with the assistance of independent legal counsel. The review covered option grants made to all
employees, directors and non-employees during the period from the date of our initial public offering in August 1999 to July 2006, consisting of over 200 grant dates (representing over 3,000 individual option grants). The review included an
extensive examination of our stock option grant practices, accounting policies, accounting records, supporting documentation, and electronic data, including e-mail, as well as interviews with current and former employees and members of our Board.
The Special Committees review identified circumstances where the grant date used as the measurement date for accounting purposes preceded the appropriate measurement date, as defined under Generally Accepted Accounting Principles
in the United States (GAAP). The Special Committee determined that grants for which errors were found were primarily granted from August 1999 through October 2003.



For approximately two-thirds of the Companys historical option grant measurement dates, representing approximately 140
grant dates, the Special Committee found no evidence establishing that the original measurement date used for accounting purposes was inappropriate. On other grant dates, the Special Committee found that there was an insufficient basis to rely
on the Companys original stated grant date to support recorded measurement dates used to account for certain stock options, which were granted primarily from August 1999 through October 2003. Approximately 97% of the total in-the-money value
(market price on the actual measurement date minus exercise price) of the options found to have incorrect measurement dates was attributable to those options granted prior to April 30, 2002. In particular, with respect to such grants, the
Special Committee determined that one or more of the following situations existed: the Company had made grants by means of unanimous written consents of the Board or the Compensation Committee, wherein all the signatures of the members were not
received on the grant date specified in the consents; the Company made several company-wide grants pursuant to an approval of the Board or Compensation Committee or by the Companys chief executive officer under delegated authority from the
Board, but the list of grantees and number of options allocated to each grantee was not finalized as of the stated grant date; and during the period from August 1999 through October 2003, the Company followed a practice to set the grant date and
exercise price for option grants for new hires as of the date of hire or the date of approval by the CEO, and, for some of these grants, related documentation suggested that the option granting process involved the determination of a grant date that
preceded the actual approval date. The Special Committees inquiry also identified less frequent measurement date errors that we believe were not material, such as grants made to a small number of employees who had not formally commenced their
employment as of the grant approval date.



To determine the
correct measurement dates for these options under applicable accounting principles, we followed the guidance in Accounting Principles Board Opinion No. 25 (APB No. 25), which deems the measurement date as the first
date on which all of the following are known: (1) the individual employee who is entitled to receive the option grant; (2) the number of options that an individual employee is entitled to receive;



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and (3) the options exercise price. In addition, the measurement date cannot be earlier than the date on which the grant is approved.
In instances where we determined we could not rely on the original grant date for an option, we determined corrected measurement dates based on our ability to establish or confirm, in our reasonable judgment, whether through other documentation,
consistent or established Company practice or processes, or credible circumstantial information, that all requirements for the proper granting of the option had been satisfied under applicable accounting principles.



In addition to accounting adjustments due to measurement date changes, the
Company found accounting errors relating to: unintentional repricing of grants due to duplicate grant dates; grants to non-employees for which an incorrect amount of stock compensation expense had been recognized; modifications of grants
for which an incorrect amount of stock compensation expense had been recognized; and one grant of a discounted option for which no stock compensation expense had been recognized. The accounting adjustments resulting from these errors represent less
than 2% of the total cumulative adjustment to stock compensation expense.



We have determined that the total cumulative stock compensation expense resulting from the errors described above, was $69.6 million. In this Form 10-K, we recorded stock compensation expense of $1.2 million
and $2.8 million for the years ended April 30, 2005 and 2004, respectively, and $65.6 million prior to fiscal 2004. There was no impact on revenue or net cash provided by operating activities as a result of this additional stock
compensation expense.



The cumulative effect of the restatement
adjustments on our consolidated balance sheet at April 30, 2005 was an increase in additional paid-in capital, offset by a corresponding increase in the accumulated deficit and deferred compensation, which results in no net effect on
stockholders equity. The adjustments increased previously reported net loss per share by $0.02 and $0.06 for the years ended April 30, 2005 and 2004, respectively.



The restatement resulted in a cumulative increase to our gross deferred tax assets of approximately $10.8 million as of
April 30, 2005. However, in view of our history of operating losses, we have established a full valuation allowance on our deferred tax assets since inception. As a result, there is no material impact to net tax expense relating to the
additional stock compensation expense recorded by us. Additionally, there is no material impact on our consolidated financial statements arising from the impact of Section 409A of the Internal Revenue Code (the Code) or the
limitations on deduction of executive stock compensation expense in Section 162(m) of the Code. See Prospective Impact of Section 409A in Managements Discussion and Analysis of Financial Condition and Results of
Operations, Item 7 of this Form 10-K, for a discussion of the potential prospective impact of Section 409A on the Companys future results of operations.



The Special Committee completed its review consistent with its original scope and work plan, and found no evidence of any
intention to deceive or impede the Committees investigation or to destroy or alter documents. It noted that current management encouraged and fully cooperated in the review. The Special Committee found no evidence that any of the
Companys current officers, including its CEO, CFO, General Counsel, Senior Vice President of Human Resources or Vice President of Finance or its former CEO, engaged in any intentional mis-dating of options, self-dealing or manipulation of the
Companys financial results. The Special Committee also found that the evidence suggested an effort, in late 2003, by the then current management to improve and formalize the Companys option grant practices by putting in place processes
that substantially eliminated the risk of these issues recurring.



Beginning in November 2003, the Companys practice for options granted by unanimous written consent of the Compensation Committee is to utilize as a measurement price the closing price of the day on which consent has been
received from all members of the Compensation Committee. As such, draft unanimous written consents are not deemed dated until all members of the Compensation Committee have approved a proposed grant and written confirmation of that
authorization has been received. Current practice for options granted by written consent of the CEO, under authority delegated by the Board, is to make grants on Fridays only and utilize as a



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measurement date the closing price of the common stock on the Friday on which the grant was made. Additionally, along with records of all grants made by the
CEO, records are kept for all weeks in which no such grants are made.



Review of Taiwan Sales Office Operations



In addition to the restatement described above as a result of our review of our historical stock option grant practices, our consolidated financial statements included in this Form 10-K reflect adjustments to our financial information
previously reported in our press release, dated May 25, 2006, for the quarter and fiscal year ended April 30, 2006 (Press Release). The adjustments arose out of an investigation by our Audit Committee, as reported in our Form
8-K filed with the SEC on July 14, 2006, into certain transactions entered into by our Taiwan sales office. The investigation initially centered upon confirmation of the validity of a specific sale transaction. It was subsequently expanded to
include a review of all material revenue transactions entered into by the Taiwan sales office during fiscal years 2004 through 2006 and our relationship with, and transactions entered into with and by, a reseller in Taiwan. The investigation
involved interviews with key employees, resellers and customers, and review of documentation and computer files, including emails.



Upon the conclusion of this investigation we determined that approximately $632,000 of revenue that we had previously announced, in the Press Release, as
revenue recognized for the fourth quarter of fiscal 2006, would be more appropriately recognized during the first quarter of fiscal 2007. Our consolidated financial statements included in this Form 10-K for fiscal 2006 reflect that change and the
$632,000 of revenue is included in the revenue for the first quarter of fiscal 2007 and reflected in the Form 10-Q being filed concurrently with this Form 10-K. We determined that recognizing this revenue in the first quarter of fiscal 2007 was more
appropriate than in the fourth quarter of fiscal 2006, based primarily on certain information uncovered during the investigation, but unknown to us at the time we first announced our results for the fourth quarter of fiscal 2006. This information
includes (i) the fact that the reseller entity through which the sale occurred was partially owned by individuals who were, or who were related to, employees of our Taiwan sales office, and (ii) statements made during interviews of
representatives of the end-user created uncertainty as to whether the end user placed the order for the software with the reseller during the fourth quarter of fiscal 2006 or the first quarter of fiscal 2007. Thus, although at the time we announced
our preliminary financial results for the fourth quarter of fiscal 2006, we had evidence of sell-through from the reseller to the end-user consistent with our revenue recognition policy, upon receipt of this additional information we deferred
recognizing this revenue until June 2006, when additional evidence of sell-through from the reseller to the end user was received. As a result of the investigation, the Companys management identified and reported to our Audit Committee and
independent registered public accounting firm material weaknesses in the Companys internal control over financial reporting as of April 30, 2006, as discussed in Item 9A of this Form 10-K.



We discovered no evidence that any employee of the Company outside of the
Taiwan sales office was involved in the matters that were the subject of the investigation, or that events similar to those under investigation had occurred in our operations outside Taiwan.



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ITEM 1.    BUSINESS



Overview



We develop and sell an integrated
suite of product lifecycle management (PLM) software products and offer related business consulting and implementation services. Our solutions enable our customers to accelerate their time-to-market, reduce costs, improve product
quality, manage regulatory compliance and drive innovation throughout the product lifecycle and across the product network. 3Com, Acer, Bayer, Bell Sports, Broadcom, CooperVision, Dell, Flextronics, GE Medical Systems, Harris Corporation, Herbalife,
Johnson Diversey, Johnson & Johnson, Lockheed Martin, Micron, Philips, QUALCOMM, Sharp, Shell, Siemens, Tyco Healthcare, WL Gore and ZF are among the over 11,000 customers that have licensed Agile solutions.



We focus on providing comprehensive PLM solutions to companies in the
electronics and high technology, life sciences, consumer packaged goods, automotive, aerospace and defense, industrial products and other industries. Our strategy is to deliver business-ready applications, which enable companies to manage the
information, processes and decisions about their products across the global product network, that are cost-effective and quickly provide measurable results. Our strategy is industry-focused with product capabilities tailored to the requirements of
our target industries. We sell our products through a direct sales channel and resellers.



Agile, Agile Software and the Agile logo are registered trademarks, and Agile On Demand, Agile Advantage, Agile Product Collaboration, Agile Product Cost Management, Agile Product Governance & Compliance,
Agile Product Quality Management, Agile Product Portfolio Management, Agile Engineering Collaboration, Agile Product Interchange and AgileMD are trademarks, of Agile in the U.S. and/or other countries. All other brands, products or service names are
or may be trademarks or service marks of, and are used to identify products or services of, their respective owners.



Industry Background



For product-oriented companies, delivering products to market is increasingly complex. As companies move to global design, manufacturing and service
operations, often outsourced, and face increasing regulatory compliance concerns, the processes that people must follow to complete their work can no longer be handled with paper or inefficient information technology approaches. There are numerous
business processes that companies struggle to modernize to remain competitive and drive product innovation, while addressing the growing regulatory compliance requirements of a global business. These include:



New Product Development and
Introduction.    The lifecycles of many products are very short. In order to compete effectively, companies need to be able to introduce new or enhanced products quickly and cost effectively. Products that are late to market,
do not satisfy market requirements or have quality problems can severely impact the business, market share and financial results of companies.



Customer Needs Management.    Understanding what the customer wants, whether for mass-produced products or
small quantity, engineered-to-order products, is critical to gaining customer acceptance of a companys products. Manufacturers that cannot manage customer needs can suffer market share erosion, costly project overruns and liability for
contract non-compliance.



Direct Materials
Sourcing.    As manufacturers outsource more and more of their production requirements, including in many cases their engineering activities, to third-party suppliers, they no longer have direct control over the internal
procedures used to design and build their products. To ensure high quality, cost effective and timely availability of products, product information and changes must be communicated effectively across a very complex, global supply chain.



Volume Production and Product
Changes.    As a product transitions during its lifecycle from proof-of-concept and prototype to volume production, it is critical to link the proper design and planning information with production systems used to build the
products. Communication of pending changes and



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quality trends across the enterprise is needed to ensure the right products are being built per customer, market and engineering requirements.



Product Serviceability.    High
quality customer service is an important differentiator for manufacturers. Not only is it important to capture and incorporate field service feedback in new product development and improvement of existing products, it is also important to
communicate effectively product changes to service organizations about products that require repair or overhaul.



Compliance.    Whether driven by regulatory agencies such as the Federal Drug Administration or Department of
Defense, industry standards like Standard for the Exchange of Product Model Data (STEP), environmental compliance such as that required by the European Restriction of Hazardous Substance (RoHS) and Waste Electrical and Electronic Equipment (WEEE)
directives or customer requirements or internal policies, companies need to comply with regulations and policies and be able to provide proof of compliance on demand. Clear, auditable records of product decisions are critical elements necessary to
satisfy product compliance.



Recently, awareness of the impact
that operational improvements in the business areas listed above can have on a companys profitability, product innovation, market acceptance of products, compliance, and quality has increased. A market category called Product Lifecycle
Management (PLM) has emerged over the past few years that describes the investments made by companies in the strategy, business process change and technology underlying their products as well as in the organizations responsible for manufacturing
products in order to improve operational efficiency and drive innovation.



Companies, large and small, domestic or global, face similar challenges. Companies in industries such as electronics and high technology, life sciences, consumer packaged goods, automotive, aerospace and defense,
industrial products and other industries have made investments in PLM solutions and strategies to drive innovation and improve product profitability.



Agile PLM Solutions



At the core of the Agile PLM solution is the enterprise product record, the comprehensive set of information that uniquely defines all aspects of a
product at each stage of its lifecycle. The product record, including program plans, portfolio performance, design databases, configuration changes, customer requirements, planned and actual costs, decision documentation and problem reports, enables
a single view of the product across the companys global network. The product record is the key asset underlying a companys products that, when well managed and leveraged globally, can significantly improve the productivity of a company,
allowing it to get more innovative products to market faster, improve profitability, and ensure that products and processes comply with applicable regulations.



Agile PLM solutions leverage the product record across the companys global network, automating and streamlining the processes by which companies
drive their product operations, such as change control procedures, direct materials sourcing, new product development, corrective and preventive action and compliance auditing. Agile provides four PLM product lines to the market. These product lines
are differentiated by target market, each focused on specific industries and/or market segments.



Agile® 9.    Agile 9 supports the product lifecycle business process, technology platform, and integration requirements of globally distributed companies and networks of
companies in the high technology, life sciences, consumer packaged goods, automotive electronics, defense electronics, and industrial electronics industries.



Agile® e6.    Agile e6 is focused on organizing and managing product design assets to support globally distributed engineering teams. It is specifically designed for
complex engineering organizations in the automotive, aerospace and defense, and industrial machinery industries to manage complex products throughout the product lifecycle.



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Agile® Advantage.    Agile Advantage delivers the benefits of PLM quickly, with the flexibility, rapid implementation, fast
time to benefit, and low total cost of ownership that is important to small and medium sized enterprises.



Cimmetry.    Cimmetry is focused on enabling the use of two-dimensional (2D) and three-dimensional (3D) mechanical
CAD (MCAD) and electronic CAD and design automation (EDA/ECAD) information across the extended enterprise. Cimmetry solutions make rich, highly specialized design information available to both technical and non-engineering users, including
stakeholders such as customers, product definition groups, engineering, purchasing, planning, suppliers, marketing, sales and service without the need for highly specialized, expensive CAD tools.



Described below are the principal software products we offer within these
product lines. Many of these products are tightly integrated and may be purchased and used as a combined solution set.



Agile Product Collaboration / Product Data Management.    Agile Product Collaboration manages product information including
bills of material, documentation, engineering and manufacturing changes, configurations, and mechanical, electrical and software design and analysis databases, providing visibility to this information throughout the extended enterprise and
streamlining the product development and delivery process.



Agile Product Portfolio Management.    Agile Product Portfolio Management manages program and project information across the product lifecycle. This enables organizations to optimize resource allocation, product
investment and program execution decisions by assessing key performance indicators such as schedule, cost and past portfolio financial performance.



Agile Product Cost Management.    Agile Product Cost Management provides product cost intelligence between internal design and
sourcing functions on the one hand and external supplier and partners on the other, and is used to streamline the direct materials sourcing process. Using Agile Product Cost Management, customers can plan and manage critical cost, commercial terms
and other key product information early and throughout the product lifecycle. This enables users to achieve total product cost goals by promoting the use of preferred suppliers, aggregating demand across multiple organizations for greater buying
power, and sharing product information across the supply chain.



Agile Product Quality Management.    Agile Product Quality Management integrates customer, product, quality and regulatory information with the product record in order to track and rapidly address quality issues.
Using Agile Product Quality Management, customers are able to drive proactive product quality improvement and lower the costs (warranty and service expenses) associated with quality issues.



Agile Product Governance and Compliance.    Agile
Product Governance and Compliance enables organizations to manage product and program compliance against internal and external standards and regulatory requirements throughout the product lifecycle. Companies use Agile Product Governance and
Compliance to enable environmental compliance by collecting, tracking, analyzing and reporting on hazardous material content in products (including pursuant to the RoHS directive), as well as to manage products and processes against industry
standards and regulatory requirements, including ISO (9000, 14000, 13485), FDA (QSR) and environmental and safety.



Agile Engineering Collaboration.    Agile Engineering Collaboration manages the complex design databases created by MCAD,
EDA/ECAD, software configuration management, and document authoring tools within the context of the product record ensuring that the correct version of the product design is being used at all times across the organization. Moreover, rich product
information is made available to people outside of engineering through the AutoVue collaborative visualization tools, eliminating the need for paper drawings and documentation.



AutoVue.    AutoVue solutions enable users to view, markup and collaborate across hundreds of
different document formats including 2D and 3D MCAD drawings, printed circuit boards and integrated circuit layouts



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and schematics, scanned and raster documents, vector and graphics formats, and MS Office and Adobe PDF documents. AutoVue reads files nativelymeaning
no intermediate translation is requiredensuring that users are always accessing the right document. By using AutoVue, companies reduce or avoid altogether the cost of purchasing, installing, and maintaining the authoring applications as well
as the end-user training that would be required to access these files in their native formats. AutoVue is available across all Agile PLM product lines. In addition, many other software companies resell AutoVue with their products.



Agile Product Catalog.    Agile Product Catalog
provides a central repository for storing and aggregating technical product information, including specifications, parts, documents and CAD files, and product attributes. Through components classification, information can be classified, making it
easy to find and reuse for initiatives such as data exchange between customers and suppliers or developing marketing and sales programs and collateral.



Agile Requirements Management.    Agile Requirements Management facilitates the requirements management and product planning
processes by linking customers, sales, marketing, engineering, and manufacturing more closely, and providing a single, unified environment to capture and manage product requirements and data. Agile Requirements Management helps companies ensure that
the actual product meets the specifications of the original product plan.



Agile Customer Needs Management.    Agile Customer Needs Management connects marketing, product management, development and quality assurance with customer demands to assist customers with
delivering a higher rate of success for new product introductions. Agile Customer Needs Management provides visibility beyond individual products, helping companies master the complexity of expanding product portfolios by managing product families
and deriving individual product configurations in an engineered-to-order or assembled-to-order environment.



Agile Configuration Management.    Agile Configuration Management extends core configuration management capabilities by
providing configuration control, linked to serial numbers, that is integrated with the change identification and management process. Agile Configuration Management assists manufacturers of complex, heavily regulated or highly customizable products,
such as Aerospace & Defense suppliers, with ensuring that the product delivered meets the customers exact specifications. It also assists with ensuring that each unique configuration can be tracked and identified.



Agile Maintenance Repair and Overhaul.    Agile
Maintenance Repair and Overhaul helps manufacturers to plan and execute maintenance, repair and overhaul activities, providing an electronic audit trail between the as-delivered product and the current in-service configuration.
Integrated with Agile PLM solutions, Agile Maintenance Repair & Overhaul links change activities and facilitates feedback between engineering, production, sales/marketing and field service personnel.



The Agile Strategy



Key elements in our strategy for achieving success are:



Focus on Customer SuccessOur top objective is to have our customers successfully implement and receive
measurable financial benefits and operating improvements from their Agile PLM solutions. Agile has been frequently recognized for high levels of customer satisfaction in terms of product performance and capabilities, and service and support provided
during the implementation and upgrading of our products.



Industry ExpansionOur success in PLM can be attributed to our focus on specific industry vertical markets, including our traditional focus on the electronics and high technology and life sciences industries, where we believe we
are market leaders, and our movement into the automotive, aerospace and defense, and industrial products verticals. With our recent acquisition of Prodika (see Note 15Subsequent Events of our consolidated financial statements), we continue our
industry expansion by acquiring a premier provider of collaborative PLM



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solutions for the consumer packaged goods (CPG) industry. With this acquisition, we continue to execute on our strategy of differentiation and market
leadership by focusing on industry verticals, and increase our customer base in this vertical.



Solutions Focused, Resulting in Rapid Time to BenefitWe are focused on helping companies improve the efficiency of their product operations by providing targeted solutions, with built-in best practices.
Rather than providing just technology, we focus on delivering solutions that measurably improve our customers product operations and facilitate efficient innovation practices, from strategy, planning, program and data management, to execution
and end of life across the enterprise. Our employees have deep domain and industry knowledge, and our research and development activities and implementation methodologies are specifically aimed at creating solutions that quickly provide measurable
results for our customers. Many of our customers have implemented our software solutions in 90 to 120 days, allowing them to quickly benefit from their implementation of our solutions and maximize the value of their investment.



Focused AcquisitionsWe have expanded, and expect to continue to
expand, our product footprint and our customer base through acquisition of companies and complementary technologies. Consistent with this strategy, since December 2002 we have acquired six companies or businesses, including our recent acquisition of
Prodika, allowing us to increase our product functionality and capabilities and expand our presence in vertical markets, quickly and efficiently.



Enhance Sales and Implementation Services Through Increased AlliancesWe intend to continue to expand our business by complementing our direct
sales force and professional services organization with strategic partnerships and alliances with partners such as Deloitte Consulting, PRTM and Satyam. Through close relationships with select partners, we intend to leverage our existing business,
increase our sales leads as well as our geographic and market reach, address new industry market segments and enhance our implementation services capabilities. This strategy provides us access to new customers, provides our existing customers with
access to additional resources, and allows us to maximize our international operations.



Customers



To date, we have licensed our
products to over 11,000 customers. No customer accounted for more than ten percent of our total revenues for fiscal 2006, 2005 or 2004.



Our sales efforts are primarily targeted to customers in six market categories:



| |  |  | Electronics and High Technology.    This category includes companies in the following businesses: computers and peripherals; consumer
electronics; networking and telecommunications equipment; semiconductor and electronic components; semiconductor equipment; and contract manufacturing and design services.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Life Sciences.    This category includes companies in the following businesses: biotechnology; pharmaceutical; and medical devices.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consumer Packaged Goods.    This category includes companies in the following businesses: food, beverage and tobacco; health and beauty
aids; household goods; toys and sporting goods; and retail private label.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Automotive.    This category includes companies in the automotive supply chain, especially those that focus on supplying electronic
components and systems to automotive original equipment manufacturers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Aerospace and Defense.    This category includes companies that are suppliers to the aerospace and defense industry, especially those
that focus on supplying electronic components and systems to the industry.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Industrial Products.    This category includes companies, both original equipment manufacturers and suppliers, in the machinery, heavy
equipment and industrial process equipment industries.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following is a list of sample customers in our targeted market categories that have purchased
software licenses and/or services from us in the past three fiscal years:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Electronics and High Technology                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Consumer Packaged Goods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3Com Acer Arima Communication Benchmark Electronics Broadcom Corporation Brocade Communications System Coherent, Inc. Conexant Systems, Inc. Dell Computer Products Elcoteq Network Corporation Flextronics International Freescale Semiconductor Fujitsu Limited Funai Electric Company Limited Hitachi Corporation Hon Hai Precision Industry Jabil Circuit, Inc. Juniper Networks, Inc. Linksys Lucent Technologies Marconi Corporation Plc Micron Microsoft Xbox NEC Corporation Netgear Network Appliance Philips QUALCOMM Corporation Quanta Computers Sanmina-SCI Systems Sharp Siemens Solectron Corporation Symbol Technologies Inc. Texas Instruments, Inc. Varian Semiconductor |  | Albertsons Inc. Bayer Consumer Healthcare Bell Sports Herbalife Johnson Diversey Leapfrog Playtex, Inc. Rock-Tenn Alliance Group  Automotive  Alps Automotive, Inc. Harley Davidson/Buell Motorcycle Corporation Intier Knorr Bremse Magna Steyr Metaldyne, Inc. Saturn Electronics and Engineering, Inc. TRW Automotive ZF  Industrial Products  Ballard Power Systems Boeing Service Company Eastman Kodak Company ESCO, Inc. Ferag AG Hartzell Propeller International PaperEvergreen Packaging Shell Shure Inc. Thyssenkrupp AG  Aerospace and
Defense  Ball Aerospace &
Technologies Corp BE Aerospace Business Jet Division Harris Corporation Intertechnique Lockheed Martin Missile and Fire Control Rheinmetall AG Viasat
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Life Sciences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|Advanced Medical Optics CooperVision Draeger Medical AG and Co GE Medical Systems GN Resound GlaxoSmithKline Plc. Hill-Rom Company, Inc. Hologic, Inc. Intuitive Surgical Inc. Invitrogen Corporation Johnson & Johnson Medtronic, Inc. SonoSite, Inc. Tyco Healthcare Welch Allyn, Inc. W.L. Gore                                                                                                                                                                                                                                                                                                                                                                                         | 



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Sales and Marketing



We market and sell our products primarily through our direct sales force.
Our sales force is based at our headquarters in San Jose, California, and at regional and local sales offices in the United States. Internationally, we maintain sales offices in Canada, China, France, Germany, Japan, Switzerland, Taiwan and the
United Kingdom. We also complement our direct sales force through additional distribution channels, including non-exclusive distributors, systems integrators and consulting partners.



To support our direct sales efforts and to actively promote our Agile brand, we engage in a variety of marketing activities.
These include co-marketing strategies with our existing business partners, targeting additional strategic relationships, managing and maintaining our web site content, advertising in industry and other publications, conducting public relations
campaigns and establishing and maintaining relationships with recognized industry analysts. We also actively participate in trade shows and host Agility user conferences in the United States and abroad.



An element of our sales strategy is to establish marketing alliances to
promote sales and marketing of our products, as well as to increase product interoperability. We also pursue services alliances with consulting and integration firms to implement our software, provide customer support services, create customized
customer presentations and demonstrations and endorse our products during the evaluation stage of the sales cycle. We currently have relationships with BearingPoint, Deloitte Consulting, Domain Systems, Inc., Ernst & Young, Hewlett Packard,
Hitachi Consulting, IBM Global Services, Kalypso, PRTM, Satyam and Sierra Atlantic, for the implementation of our solutions.



Customer Care



Customer Care is a collection of services where we offer assistance in planning, managing, implementing and supporting our solutions, as well as helping
ensure the long-term success of our customer relationships. The services that we offer include solution delivery, customer support, and training.



Solution Delivery.    We offer services, on a time and expense, not to exceed or fixed price basis, to assist in implementation
planning, product installation, implementation assistance, legacy data loading and effectiveness audits. To facilitate and enhance the integration of our products with customers existing design, manufacturing, finance and supply chain systems,
we have both developed internal capabilities and expertise and entered into alliances with integration providers. This dual approach allows us to focus on our core competencies and leverage our partners domain knowledge, which ultimately helps
reduce time-to-benefit for our customers.



Customer
Support.    We believe that responsive technical support is a requirement for our continued growth. We provide technical support and unspecified product upgrades on a when-and-if available basis through our annual maintenance
program. Customers generally purchase the first year of maintenance and support at the time they initially license one of our products. After the initial term of support is complete, the customer may renew support, generally for a term of one year.
Customer support is offered by telephone, email and fax and we also offer Internet-based support that features frequently asked questions, technical alerts, product upgrades and updates, problem reporting and analysis, and self-help through our
on-line knowledge base. In addition, in some cases our consulting and implementation partners provide customer support and maintenance.



Training.    We offer a variety of classes and related materials to train our customers on system administration, upgrades and
new releases. These classes are also available as part of our Train the Trainer program. Training classes are offered at our headquarters in San Jose, California, at our development center in Karlsruhe, Germany, at customer sites, and at other
locations. To improve access to our explanatory materials, we offer on-line documentation contained on the compact discs for our products and from our web site for our products. We also offer on-line help for the majority of our products. Customers
can purchase additional documentation via our web site.



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Product Development



Our product development objectives are to:



| |  |  | Develop innovative solutions focused on streamlining the flow of information and work processes across product operations of the extended manufacturing enterprise
and supply chain;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Develop solutions that deliver the highest return on investment to our customers; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Utilize industry and technology standards where appropriate.
| | - |  | ------------------------------------------------------------



Our software development staff is divided into teams consisting of software engineers, architects, software quality
assurance engineers, technical writers, and product and program managers. Working closely with our marketing department, we determine product functionality based upon market requirements, customer feedback, technical support and business consulting.
We also try to incorporate standard technologies where possible to minimize research and development costs and ensure interoperability with other business solutions employed by our customers.



We maintain global development operations and have development centers in San
Jose, California, Dallas, Texas, Karlsruhe, Germany, Bangalore, India, Suzhou, China and Montreal, Canada.



We account for software development costs in accordance with Statement of Financial Accounting Standards (SFAS) No 2, Accounting for
Research and Development Costs and No. 86, Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Refer to Note 1 The Company and Summary of Significant Accounting Policies to the
consolidated financial statements included in this Form 10-K for a further description of our accounting for software development costs.



Product Technology and Architecture



Our PLM software is supported by a scalable technology platform that is designed for reliability and extensibility. The n-tier, standards-based
architecture of the Agile platform uses technologies such as J2EE, XML and commercial components to manage the product record across Agiles solutions, and integrates that information with other applications within the customer enterprise. The
result is a cost-effective enterprise business application suite that minimizes the need for complex custom or in-house software development. Key features of our technology platform include:



| |  |  | Support for commercial component technologies including Oracle RDBMS and Oracle Application Server, BEA WebLogic Application Server, and IBM Websphere Portal
Server;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | End user client access via HTML through Microsoft Internet Explorer or Netscape Navigator, a Java client or a Windows client; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | Integration with other systems of record in use by manufacturing enterprises, such as MRP, ERP, and CRM, as well as custom and internally developed business
applications. Common commercial solutions that can be integrated with Agile PLM include SAP, Oracle Applications, and Infor Global Solutions.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, many of the Agile solutions are enabled for both single-byte and double-byte localization, and have been localized for English, French,
Chinese (Simplified and Traditional), Japanese and German languages. We intend to provide localization for additional languages as market needs dictate.



We have entered into platform alliances to ensure that our products are based on industry standards and to enable us to take advantage of current and
emerging technologies, including alliances with BEA, Sun Microsystems, Oracle, Microsoft, IBM and SymphonyRPM.To promote development, definition, adoption, promotion and implementation of open standards that can be leveraged by our
solutions, we work with several industry standards organizations, such as the National Institute of Standards and Technology, National Electronics Manufacturing Initiative, Institute for Interconnecting and Packaging Electronic Circuits, RosettaNet,
and World Wide Web Consortium.



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Competition



The market for PLM solutions is fragmented, rapidly changing and consolidating, and becoming increasingly competitive. Moreover, there has been
significant consolidation of enterprise software companies, which can have the effect of rapidly and dramatically changing the competitive landscape in which we operate. We expect competition to persist and intensifyas a result of both further
consolidation and other forces, which could result in price reductions, reduced gross margins and loss of market share, any one of which could seriously harm our business. Competitors vary in size and in the scope and breadth of the products and
services offered.



Principally we compete with the following:



| |  |  | In-house and out-sourced custom development efforts by potential customers;
| | - |  | ---------------------------------------------------------------------------



| |  |  | Vendors of product data management software, such as Dassault Systems S.A. and its subsidiary, Enovia MatrixOne, UGS, and Parametric Technology Corporation;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Vendors offering related enterprise software (e.g. ERP) who seek to extend the functionality of their products, such as Oracle Corporation and SAP;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Vendors of visualization software;
| | - |  | ----------------------------------



| |  |  | Niche and new-to-the market vendors that provide partial PLM solutions, such as IDE and Arena Systems; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Vendors that are focused in regional markets.
| | - |  | ---------------------------------------------



We believe our solutions are differentiated from our competitors in the following respects:



| |  |  | Our research and development and marketing resources are focused on delivering PLM solutions that solve very specific business problems for our customers in the
industries we serve;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our sales and services organizations are focused on assisting customers achieve demonstrable and meaningful benefits from our solutions; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We provide cost-effective solutions designed to provide rapid time to benefit and substantial value for our customers over the lifetime of deployment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that our ability to compete
depends on many factors both within and beyond our control, including:



| |  |  | The performance, functionality, price, reliability and speed of implementation of our solutions;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | The timing and market acceptance of new products and product enhancements to our solutions;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | The quality of our customer service; and
| | - |  | ----------------------------------------



| |  |  | The effectiveness of our sales and marketing efforts.
| | - |  | -----------------------------------------------------



Proprietary Rights



Our success and ability to compete depends in large part upon our proprietary technology. We rely on patent, copyright, trade secret and trademark laws to
protect our proprietary information. As of December 31, 2006, we had five issued patents and 14 active patent applications pending in the United States. In certain cases we have filed corresponding patent applications in other jurisdictions. We
also typically enter into agreements with our employees, non-employees and customers to control their access to and distribution of our software, documentation and other proprietary information. Nevertheless, a third party could copy or otherwise
obtain our software or other proprietary information without authorization, or could develop software competitive to ours. Our means of protecting our proprietary rights may not be adequate and our competitors may independently



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develop similar technology, duplicate our products or design around patents that may be issued to us or our other intellectual property. In addition, the
laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States of America. Our ability to monitor and detect infringing activities outside of the United States is limited.



We utilize third-party technology that is integrated with our products.
Some of these products are re-sold directly by Agile or may be procured directly from the third party. We attempt to negotiate favorable contracts and obtain product infringement indemnification protection in contracts when we integrate third-party
products and technology into our products. Third-party software may not continue to be available on commercially reasonable terms. If we cannot maintain licenses to this third-party software at acceptable costs, distribution of our products could be
delayed until equivalent software could be developed or licensed and integrated into our products. We do not believe that our business is substantially dependent on any one of these license agreements, and none of these licenses are responsible for
a significant amount of our revenues.



There has been a
substantial amount of litigation in the software industry regarding intellectual property rights. From time to time, we receive claims that our current or potential future products infringe the intellectual property rights of others, and we may, in
the future, receive additional such claims. We expect that software product developers and providers will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of
PLM products begins to overlap with other software applications. Any such claims, with or without merit, could consume substantial amounts of management resources, result in costly litigation, cause product shipment delays or require us to enter
into royalty or licensing agreements. If our products were found to infringe a third partys proprietary rights, we could be required to enter into royalty or licensing agreements in order to continue to be able to sell our products. Royalty or
licensing agreements, if required, may not be available on terms acceptable to us or at all, which could seriously harm our business.



Employees



As of April 30, 2006, we had a total of 689 employees. Of this total, 281 were in research and development, 173 were in sales and marketing, 158 were
in professional services and maintenance, and 77 were in general and administration. At that date, we also had 46 independent contractors, primarily supporting our professional services and product development organizations. None of our employees
are represented by a union, and we have never experienced a work stoppage. We consider our relations with our employees to be good.



Available Information



We make available, free of charge, by link from our website at www.agile.com under the heading About Agile, our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after we have electronically filed or furnished such materials to the Securities and Exchange
Commission. Information contained on our website is not part of this report. In addition, our filings with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commissions EDGAR system at www.sec.gov. All
statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of
those statements or documents unless we are required to do so by law.



Our Code of Conduct and Ethics (the Code) is applicable to our directors, officers and employees, and meets the Securities and Exchange Commission definition of a code of ethics. The Code also includes a section applicable to
our principal executive, principal financial and principal accounting officers that contains specific standards applicable to these senior officers with responsibilities for disclosure to investors and financial reporting. As permitted by SEC rules,
we have posted the Code on our website in lieu of filing the Code as an exhibit to this Form 10-K. The Code and other information concerning our Board and corporate governance are available on our website under the link About Agile
and then Corporate Governance.



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Under Nasdaq listing standards, we may grant waivers of the Code for directors and officers only if
approved by the Board, and must make any such waivers, along with the reasons for the waivers, publicly available by filing a Form 8-K. Under SEC rules, the Company is required to file a Form 8-K to disclose any amendment of the Code
(other than non-substantive amendments) or any explicit or implicit waiver of the Code (i.e., any material departure from the Code) granted to the chief executive officer, chief financial officer, principal accounting officer or controller, or
persons performing similar functions, if the waiver relates to matters contained in the SECs definition of a code of ethics. As permitted by SEC rules, we intend to satisfy the requirement under SEC rules to disclose amendments and waivers of
the Code by posting this information on our website under the Corporate Governance link indicated above. To the extent the Nasdaq rules do not permit this alternate means of disclosure allowed by SEC rules, the Company will file a Form 8-K to
report waivers, if any.



All of the filings and governance
documents available under the About Agile link on our website are free of charge.



ITEM 1A.    RISK FACTORS



If any of the events described in the following risk factors occur, our business, financial condition and/or results of operations would likely suffer. In that event, the trading price of our common stock could
decline. Any forward-looking statements set forth in this Report should be considered in light of the factors discussed below.



Risks Related to the Restatement of Our Prior Financial Results and Correction of Previously Reported Financial Information



On September 19, 2006, Agile announced that it had commenced a voluntary
review of stock option grant practices through a Special Committee of one independent director appointed by the Audit Committee of the Board, with the assistance of independent legal council. The Special Committee concluded that the measurement
dates for financial accounting purposes for a number of stock option grants differed from the recorded grant dates for such awards. Because the prices at the originally stated grant dates were lower than the prices on the revised measurement dates,
we recognized material amounts of stock compensation expense in our previously issued financial statements. Accordingly, the Board of Directors and management concluded that our previously issued financial statements for fiscal years 2000 through
2005, including each of the quarters in fiscal 2005, should no longer be relied upon and should be restated.



The effects of the Special Committee review, the restatement of our consolidated financial statements, the derivative litigation filed against us, as
discussed below, and related events could have a material adverse effect on us. As a result of the events described above, we have become subject to the following significant risks, each of which could have a material adverse effect on our business,
financial condition, results of operations and cash flows.



We Face Risks
Related to Possible SEC and Regulatory Actions Regarding Our Historical Stock Option Grant Practices, Which Could Require Significant Management Time and Attention, and Could Require Us to Pay Fines or Other Penalties.



In connection with our review of our historical stock option grant
practices, we have voluntarily continued to keep the Securities and Exchange Commission (SEC) advised of the issues identified during the review, its progress, and our conclusions. Although no formal inquiry has been made by any regulatory agency
with respect to our review and the related restatement, we are unable to predict whether any such formal inquiry will be initiated or what consequences, if any, that any such further inquiry may have on us. Any regulatory inquiry could result in
substantial legal and accounting expenses, divert managements attention from other business concerns and harm our business. If a regulatory agency were to commence legal action, it is possible that we could be required to pay significant
penalties and/or fines and could become subject to administrative orders. Any regulatory action could result in the filing of additional restatements of our prior financial statements or require that we take other actions.



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Any Regulatory Action Against Us Could Cause Us to Incur Significant Expenses, and Result in Diversion of
Management Resources.



We have incurred, to date,
significant expenses relating to legal, accounting, tax and other professional services in connection with the review of our stock option grant practices and the related restatement, and may incur significant expenses in the future with respect to
such matters, which may materially adversely affect our results of operations and cash flows. In addition, we have also incurred significant expenses relating to our review of our Taiwan sales office. Our senior management team, our Audit Committee
and the Special Committee have devoted a significant amount of time on matters relating to these investigations, as well as to our possible delisting from Nasdaq and other regulatory inquiries, the restatement, and our outstanding periodic reports.
Further management time may be required in connection with recently filed derivative litigation. If our senior management is unable to devote a significant amount of time in the future to developing and attaining our strategic business initiatives
and running our ongoing business operations, our business, financial condition and results of operations may be materially adversely affected.



We Face Litigation Risks Relating to Our Stock Option Grant Practices That Could Have a Material Adverse Effect on the Company.



On December 5, 2006, a purported shareholder filed a shareholder
derivative action in the Northern District of California, brought purportedly on our behalf. It names as defendants our directors and certain current and former officers. The complaint alleges that the individual defendants caused or allowed
backdated stock options to be granted from 2000 to 2002, in violation of the federal securities laws and their fiduciary duties to us and our shareholders. Subsequently, three similar derivative actions, alleging the backdating of stock option
grants from August 1999 through October 2003, were filed in the same court. It is expected that all of these derivative actions will be consolidated into one action. See Part I, Item 3, Legal Proceedings, for a further description
of these proceedings.



The defense of these derivative lawsuits
may result in significant expense and the continued diversion of managements time and attention from the operation of our business, which could impede our ability to achieve our business objectives. The lawsuits are in the preliminary stage,
but an unfavorable outcome in any of them could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, any amount that we may be required to pay to satisfy a judgment or settlement of
these lawsuits may not be covered by insurance. Under our charter and the indemnification agreements that we have entered into with our officers and directors, we are required, subject to certain limited qualifications, to indemnify, and advance
expenses to, our officers and directors in connection with their participation in proceedings arising out of their service to us. There can be no assurance that such payments in connection with the derivative actions will not be material.
Additionally, in the future, we may be the subject of additional private or government actions related to our option grant practices. Litigation is time-consuming, expensive and disruptive to normal business operations, and the outcome of
litigation, as well as its costs, are difficult to predict and could have a material adverse effect on our business, and results of operations and cash flows.



Because of the Delayed Filing of Our Periodic Reports, We Face Delisting From Nasdaq. Delisting Would Adversely Affect the Trading Price of Our Common Stock.



As a result of the delayed filing of our periodic
reports with the SEC, on August 1, 2006, we received a Nasdaq staff determination letter indicating that we had failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), due to our
failure to timely file our Annual Report on Form 10-K for fiscal 2006, and that our securities are, therefore, subject to delisting from the Nasdaq Global Market. We received and announced two additional Nasdaq staff determination letters with
respect to our failure to timely file our Quarterly Reports on Form 10-Q for the first and second quarters of fiscal 2007. We requested and subsequently attended a hearing before the Nasdaq Listing Qualifications Panel (Listing Panel), which was
held on September 14, 2006, to appeal the staff determination and presented a plan to cure the filing deficiencies and regain compliance. On October 11, 2006, Nasdaq notified us that the exception had been granted, and that it would
continue to list our shares on the Nasdaq Global Market, provided that we file our Form 10-K for fiscal 2006, our Form 10-Q for the first quarter of fiscal 2007, and all required restatements on or before January 8, 2007.



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Although we were unable to meet this condition by January 8, 2007, the Nasdaq Listing and Hearing
Review Council (Listing Council), pursuant to its discretionary authority under Marketplace Rule 4807(b), has decided to review the decision of the Listing Panel, and has stayed the decision to suspend our securities from trading, pending further
action by the Listing Council. Our stock will continue to be listed on the Nasdaq Global Market pending the decision by the Listing Council on our request for a further extension within which to comply with the listing rules. The Listing Council
gave us until February 2, 2007, to submit to Nasdaq information we wish the Listing Council to consider in its review process. On that date, we provided such submission to Nasdaq.



If the Listing Council does not grant our request for an additional extension and continued listing, if the extension is not
for the duration we requested, or if we are otherwise unable to meet or maintain compliance with all of the Nasdaq listing requirements, our securities will be delisted from the Nasdaq Global Market. If we are delisted, we may apply for listing on
another exchange. However, there is no assurance that we will meet the requirements for initial listing or maintain compliance with the continued listing requirements of such an exchange. Delisting from the Nasdaq Global Market would adversely
affect the trading price of our common stock and significantly limit the liquidity of our common stock.



Our Internal Control and Procedures for Financial Reporting May Not Ensure That Our Public Filings Include Timely and Reliable Financial Information.



In addition to our restatement of prior period financial statements as a
result of our review of our historical stock option grant practices, our consolidated financial statements included in this Form 10-K reflect adjustments to the financial information previously reported in our press release, dated May 25, 2006,
for the quarter and fiscal year ended April 30, 2006. The adjustments arose out of an investigation by our Audit Committee, commenced in June, 2006, as reported in our Form 8-K filed with the SEC on July 14, 2006, into certain transactions
entered into by our Taiwan sales office. The review initially centered upon confirmation of the validity of a specific sale transaction. It was subsequently expanded to include a review of all material revenue transactions entered into by the Taiwan
sales office during fiscal years 2004 through 2006 and our relationship with, and transactions entered into with and by, a reseller in Taiwan.



In connection with this investigation, we assessed the effectiveness of our internal control over financial reporting, as required under Section 404
of the Sarbanes-Oxley Act of 2002 and Item 308 of Regulation S-K. We identified and reported to our Audit Committee and independent registered public accounting firm two material weaknesses in our internal control over financial reporting, as
of April 30, 2006. As a result of these material weaknesses, we determined that our internal control over financial reporting was not effective as of April 30, 2006.



The effectiveness of our controls and procedures is still limited by a variety of factors, and the remedial measures that we
adopted in response to the weaknesses identified may not be successful to prevent similar events from recurring. These factors include the following:



| |  |  | Faulty human judgment and simple error, omission or mistake
| | - |  | -----------------------------------------------------------



| |  |  | Fraudulent action of an individual or collusion of two or more people
| | - |  | ---------------------------------------------------------------------



| |  |  | Inappropriate override of procedures
| | - |  | ------------------------------------



| |  |  | The possibility that our enhanced controls and procedures may still not be adequate to assure the timely and accurate preparation of information and the timely
filing of our periodic reports with the SEC
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A failure to successfully implement and maintain effective internal control over financial reporting, including any ineffectiveness of the remedial measures we have implemented to address the material weaknesses in internal control over
financial reporting, could result in a material misstatement of our financial statements that would not be prevented or detected or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of
investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.



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Risks Related to Our Business



As Our Quarterly Operating Results Fluctuate and are Difficult to Predict, the Timing of Large Orders are Highly Unpredictable, and
Our Expenses are Relatively Fixed in the Short Term, We May Incur Unpredicted Revenue Shortfalls that Could Disproportionately and Adversely Affect Operating Results.



Our quarterly operating results have varied significantly in the past and are likely to vary significantly in the future.
Our products have a complex and unpredictable sales cycle. The timing of large orders, which can account for a significant percentage of our total license revenue, remains unpredictable as a result of the overall economic conditions, cautious
capital spending by businesses and customer expenditure approval processes. In addition, due to the longer implementation cycles associated with our newer products, follow-on orders from existing customers may not follow original orders as quickly
as they have done in the past, thus making the timing of such orders harder to predict. If any large order anticipated for a particular quarter is not received in that quarter, or the related license revenue is not recognizable in that quarter, we
may experience an unplanned shortfall in revenues. In contrast, our expense levels are relatively fixed in the near term and are based in part on expectations of future revenues. As a result, a revenue shortfall from estimated levels can cause a
disproportionately adverse impact on our operating results for the quarter in which the revenue shortfall occurs.



Due to these and other factors, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon
as indicators of our future performance. It is possible that in some future periods our results of operations may be below our guidance or the expectations of public market analysts and investors. If this were to occur, the price of our common stock
would likely decline, potentially significantly.



Defects in Our Software
Products Could Harm Our Reputation, Diminish Demand for Our Products, Be Costly to Remediate, Expose Us to Litigation and/or Cause Our Revenue to Decline.



Our software products are complex and may contain errors that may be detected at any point in the life of the product. This
risk is more significant as it relates to new products, where there is limited experience with the product in customer environments, and increases with the complexity of the product in question.



We began shipping Agile 9 in January 2004 and released the latest update,
Agile 9.2, during the third quarter of fiscal 2007. Agile 9 is a suite of products based on a newly developed architecture, and provides extensive new features and capabilities delivered on an enterprise technology platform. Agile 9 has also been
developed to operate with a wider array of database, applications server and underlying technologies than were our prior products. Some of these underlying technologies are themselves relatively new and immature, both with respect to their stability
and ability to integrate with other applications. In addition, more than was the case with our prior products, Agile 9 is being implemented to address a broader range of customer requirements. As can be expected with software as complex as Agile 9,
in the course of customer implementation activities for Agile 9, we have encountered bugs and errors not identified during our pre-release testing. While we believe that these bugs or errors do not affect the functionality of Agile 9, in any
material respect, and that Agile 9.2 has addressed many of such issues raised to date, these errors, and other errors we may find in Agile 9 or in any of the other products we sell, including Agile Advantage, Agile e6 or our Cimmetry product line,
could result in (i) lost or delayed revenue and market acceptance, (ii) injury to our reputation, (iii) increased service and warranty costs, including the potential need to provide services at reduced fees or no charge at all in
order to address related customer concerns, and (iv) claims or litigation for breach of contract or warranty. Any of these adverse consequences, either alone or in conjunction with others, could have a material negative impact on our business
and results of operations.



If We Do Not Achieve a High Level of Customer
Satisfaction, Our Customers May Not Purchase Additional Products from Us and Our Reputation in the Market Could Suffer, Adversely Impacting Our Ability to Attract New Customers.



The size of a new customers initial order is often relatively small and may include a limited number of user licenses.
In subsequent orders, customers typically add user licenses and/or additional products. We depend, to a



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significant extent, on sales of additional user licenses and products to our existing customers to grow our revenues. Therefore, it is important that our
customers are satisfied with their initial product implementations and that they believe that expanded use of the product they purchased, or the purchase of additional products, will provide them with additional benefits.



Our products are generally integrated with many disparate systems operated by
our customers. Through our professional services organization, we provide implementation services for our software on a fee-for-service basis. Implementations generally involve migrating data from existing systems, and configuring the Agile products
to operate with the customers existing computer systems and software. Agile 9 and Agile e6 each provide new product modules and extensive new features and capabilities, and are designed to address a broader set of business objectives than were
our prior products. Agile 9 and Agile e6 implementations may involve multiple products being deployed across multiple departments within the customers organizations and configuring the Agile software to operate with a broader range of existing
systems and software. As a result, implementations of Agile 9 and Agile e6 will often take longer than was the case with our earlier products, where principally only one product was deployed across a typically narrower user base. Longer
implementations may cause the customer to delay placing or fail to place orders for additional licenses or products. This is particularly true where delays in implementation cause delays in the deployment and initial production use of our products.



The added product modules, features and functionality of our
newer products has also meant that our newer products sometimes require more user training than was the case with our prior products. In addition, as is often the case with major software upgrades, customers accustomed to the user interfaces and
commands of prior versions of our software may experience dissatisfaction with the new user interfaces, and at having to learn new commands and navigation tools. Such user experiences can lead to dissatisfaction with our products as a whole and
delays in, or the customers unwillingness to place, orders for additional licenses or products.



Failure to maintain customer satisfaction for any reason could mean that follow-on orders would be delayed or may not occur at all, either of which would
have a materially adverse effect on our results of operations.



The
Market For Our Products Is Still Developing, and There Is Significant Uncertainty as to How Rapidly It Will Grow, If at All, and How Large It Will Become.



The market for PLM software products is still developing. Our customers and potential customers have not traditionally
automated product lifecycle management solutions like we offer throughout their supply chains. As this is a relatively new market, we cannot be certain that this market will continue to develop and grow.



Many customers and prospective customers have already invested substantial
resources in other methods of sharing product information during the manufacturing and supply process, most notably internally developed applications. These customers and prospective customers may be reluctant to adopt a new approach that may
replace, limit or compete with their existing systems or methods. Moreover, customers and prospective customers have many competing demands placed on their available information technology budgets. There can be no assurance that PLM in general or
Agile in particular will compete favorably against other potential uses of information technology spending.



We expect that we will continue to need to pursue intensive marketing and sales efforts to educate prospective customers about the uses and benefits of
our products. Along with our direct efforts in these areas, we also rely upon relationships with consulting and integration partners to increase the market awareness of the existence and benefits of our PLM solutions. Currently, only a limited
number of companies provide this type of market support for our products. These companies are not contractually obligated to promote our products, and they may have similar or more established relationships with our competitors. If these service
providers reduce or discontinue their relationships with us, market acceptance of our products could be harmed.



As a result of these factors, demand for and market acceptance of our products is subject to a high level of uncertainty. If the PLM market fails to
develop as we anticipate, or if our products do not receive wide acceptance, our ability to grow would be limited.



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We Have Significant International Operations, Which Expose Us to Risks Inherent in Conducting
Business Activities in Geographies Outside of the United States.



Since early in fiscal 2003, we have had research and development operations in India and China. In August 2003, through our acquisition of Eigner, we began significant operations in Germany, and in February 2005 we
began significant operations in Canada through our acquisition of Cimmetry. We also have sales offices located in many additional locations. In addition to the increase in our international operations, we derive a significant portion of our revenues
from customers located outside of the United States. For example, during fiscal 2006, revenues from customers located outside of North America represented approximately 29% of total revenues. We expect our operations and revenues from outside of
North America to represent a significant portion of our overall operations and fiscal 2007 revenues, respectively.



Our recent and expected international expansion subjects us to a number of risks associated with conducting operations internationally, including:



| |  |  | Difficulties in managing geographically disparate operations;
| | - |  | -------------------------------------------------------------



| |  |  | Longer sales cycles associated with educating foreign customers on the benefits of using our products;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Greater difficulty and longer time in collecting accounts receivable from foreign customers;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Difficulty in providing customer support for our software in multiple time zones and languages;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Requirements for, and costs of, developing our software in multiple foreign languages;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Difficulties in enforcing agreements through foreign legal systems;
| | - |  | -------------------------------------------------------------------



| |  |  | Unexpected changes in regulatory requirements that may limit our ability to export our software or sell into particular jurisdictions that impose multiple
conflicting tax laws and regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Political and economic instability, civil unrest or war;
| | - |  | --------------------------------------------------------



| |  |  | Terrorist activities that impact international commerce;
| | - |  | --------------------------------------------------------



| |  |  | Difficulties in protecting our intellectual property rights, particularly in countries where the laws and practices do not protect proprietary rights to as great an
extent as do the laws and practices of the United States;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changing laws and policies affecting economic liberalization, foreign investment, currency convertibility or exchange rates, taxation or employment; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nationalization of foreign owned assets, including intellectual property.
| | - |  | -------------------------------------------------------------------------



A significant portion of our revenue and expenses are denominated in local currencies. As a result, we are exposed to
greater risks of currency fluctuations. We currently do not engage in foreign exchange hedging activities, and therefore our international revenues and expenses are currently subject to the risks of foreign currency fluctuations. For example, we
assumed a Euro-denominated obligation in connection with our acquisition of Eigner. As a result of the Euro strengthening against the US Dollar during fiscal 2004, we recorded an unrealized loss from foreign currency translation of $639,000 related
to this obligation. We may continue to experience losses resulting from foreign currency fluctuations in the future.



We believe that continued expansion of our international operations will be necessary for our future success, and a key aspect to our business strategy
has been and is to expand our sales and support organizations internationally. Therefore, we believe that we will need to commit additional significant resources to expand our international operations. If we are unable to successfully expand further
in international markets on a timely basis, or if this expansion is more difficult than expected, we may not be able to achieve desired levels of revenue growth. In addition, due to the time delay between hiring sales personnel and such personnel
becoming fully productive, expansion of our international operations is likely to increase our operating costs in the near term without an immediate corresponding increase in revenues, thus adversely affecting our results of operations.



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Competition Among Providers of Product Lifecycle Management Software May Increase, Particularly if Industry
Consolidation Continues, Which May Cause Us to Reduce Prices, and Experience Resulting Reduced Gross Margins, or Lose Business to Competitors, Resulting in a Loss of Market Share.



We believe that the market for product lifecycle management solutions is
becoming increasingly competitive due to a number of factors, including: (i) consolidation in the product lifecycle management software industry, which is expected to continue and increase, resulting in larger competitors, as shown by the
acquisition of MatrixOne by Dassault Systemes and the recently announced acquisition of UGS by Siemens; (ii) alliances among existing competitors; (iii) alliances between our competitors and systems integrators; and (iv) entry of new
competitors. In addition, as a result of the increasing availability of offshore software development resources, we have begun to face additional competition from customers and prospective customers custom development efforts.



We have occasionally experienced pricing pressure on sales of
our products, in circumstances in which competitors have offered to sell licenses at much lower cost in exchange for customer purchases of maintenance or other products or services from the competitor. In some situations, we believe competitors may
have offered initial licenses at no or very low cost in order to establish or expand a relationship with the customer or to prevent us from establishing an initial relationship with a prospect. We expect that these pressures will continue,
particularly with the continued constraint in the capital budgets for purchases of enterprise software under which our customers are operating. In order to remain competitive, and retain or expand our market share, and to expand our sales into new
industries, we may have to meet some of these demands for lower prices on our license fees, and offer initial licenses at low, or even no cost, to the customer.



There is a risk that, even as the economy improves overall, businesses may not increase their information technology spending commensurate with their
business growth. Moreover, even in an environment of increasing information technology spending, we (and other PLM vendors) are not only competing for PLM opportunities, but also competing against unrelated internal projects and against vendors of
unrelated products and services, all of whom are competing for the limited information technology spending by current and prospective customers. There can be no assurance that PLM in general or Agile in particular will compete favorably against
other potential uses of information technology spending.



We
may not be able to maintain our competitive position against current and potential competition, particularly competitors that have longer operating histories and significantly greater financial, technical, marketing, sales and other resources than
we do and therefore may be able to respond more quickly than us to new or changing opportunities, technologies and customer requirements. Also, many current and potential competitors have greater name recognition and more extensive customer bases
that could be leveraged to gain market share to our detriment. These competitors may be able to undertake more extensive promotional activities, adopt more aggressive pricing policies, and offer more attractive terms to purchasers than we can.



These and other competitive factors could result in price
reductions, reduced revenues and gross margins and lost market share and an inability to expand into new markets and industries, any one of which could materially and adversely affect our results of operations.



If We Fail to Successfully Integrate the Businesses and Companies That We Have Recently
Acquired or May Acquire in the Future, We May Not Achieve the Anticipated Benefits of the Acquisitions. If We Fail to Identify and Successfully Acquire Additional Products, Technologies and Companies, Our Long-Term Competitive Position May Be
Adversely Affected.



We continue our strategy of
acquiring complementary businesses and technologies with our acquisition of Prodika in June 2006, our acquisition of substantially all of the business assets of Cimmetry, Inc. in February 2005, and our acquisition of Eigner US Inc. in August 2003.
While each of these acquisitions has resulted or is expected to result in benefits to us as a combined company, achieving the full benefits of each of these and any future acquisitions depends on many factors, including the successful and timely
integration of the products, technologies, personnel, and operations of the acquired companies. These integration efforts are difficult and



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time consuming, especially considering the highly technical and complex nature of each companys products. We may encounter risks to our business as a
result of such acquisitions, including:



| |  |  | Difficulties in integration of acquired personnel, operations, technologies or products;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | Unanticipated acquisition costs, such as integration expenses and expenses associated with retiring excess facilities or other assets;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Diversion of managements attention from other business concerns;
| | - |  | -----------------------------------------------------------------



| |  |  | Adverse effects on our existing business relationships with our customers and business partners, and the risk of losing the customers of acquired companies,
particularly where, as is the case with our recent Cimmetry acquisition, those customers may compete with us;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inability to retain key employees of acquired companies; and
| | - |  | ------------------------------------------------------------



| |  |  | Difficulties and added expenses associated with bringing acquired companies into our internal control framework in a timely manner as may be required for on-going
compliance with the Sarbanes-Oxley Act of 2002.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we are unable to successfully and timely integrate acquired businesses, products or technologies, to train, retain and motivate personnel from acquired companies or to retain the acquired customer base, we may not receive the intended
benefits of such acquisitions.



Going forward, we believe that
acquiring additional products, technologies and/or companies will be important to remaining competitive in the PLM marketplace. However, we may not be able to identify complementary acquisition targets or, even once targets are identified, we may
not be able to reach agreement on the terms of acquisitions or complete the acquisitions. Acquisitions could cause us to issue dilutive equity securities, incur debt or contingent liabilities, impair goodwill, amortize other intangibles, write off
in-process research and development and other acquisition-related expenses, any of which could adversely affect our financial condition and operating results.



Our Success Depends Upon Attracting and Retaining Qualified Employees.



Our success as a company is dependent, in part, upon our ability to attract and retain qualified employees. If we are unable
to attract the qualified people we seek, or if we are unable to retain our existing employees, our customer satisfaction and therefore our business could suffer. In addition, if we are unable to retain our key sales executives, our revenue could be
materially and adversely affected. Finally, in connection with the adoption of SFAS 123R, we are issuing fewer stock options to our employees than we have in the past. These changes in approaches to employee compensation could adversely affect our
ability to attract and retain the highly qualified personnel we need.



If
Our Service Revenue Increases As a Percentage of Total Revenues, or if Demand for Our Services Exceeds Internal Capacity, or Our Reliance on Third-Party Subcontractors Increases, Our Gross Margin May be Negatively Impacted; We Currently Perform Some
of Our Implementations on a Fixed-Price Basis, Which Could Cause Us to Incur More Costs Than We Expect.



We realize lower margins on service revenue, particularly with respect to professional services, than on license revenue. As a result, if service revenue
increases as a percentage of total revenues, our gross margins may decrease.



The profitability of our professional services is critically dependent on our ability to maintain a minimum average billing rate and a fairly high utilization level of professional services personnel. If we are unable
to maintain or improve our billing and utilization rates, the profitability of our professional services activities, our service revenue and our overall profitability will suffer.



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If demand for our services exceeds the capacity of our internal services organization, we may have to
engage third parties to perform all or a portion of each of the services engagements. The costs associated with using third parties generally are significantly higher than the costs associated with direct delivery of services. As a result, the use
of third parties may adversely impact our services gross margins. We expect to continue to rely on third parties, which may adversely affect our gross margins, as well as to hire additional personnel for our professional services organization. Newly
hired services personnel require up-front training and take some time before becoming fully productive. Accordingly, the addition of a significant number of new services personnel can adversely affect services margins in the short term.



We may at times charge customers a fixed-fee, or agree with customers to
not exceed a specified amount of charges, for implementation services. If we underestimate the amount of time or resources required to implement our products in fixed-fee or such not-to-exceed engagements, our services gross margins could decline.
Any decrease in our services gross margins will adversely impact our operating results.



We Have New Sales Representatives, Particularly in Our International Sales Force, Who Could Take Time to Reach Productivity, Which Could Result in Lost or Delayed Sales.



We sell our products primarily through our direct sales force. We have
recently added and expect to continue to add sales personnel in the future, particularly internationally. In addition, our product offering has become significantly broader and more complex. Training existing and new sales personnel on the full
range of products we now offer can be a substantial undertaking, and it generally takes six to twelve months for a new account executive to become fully productive. In addition, changes in account executives can also result in the need to
reestablish relationships with existing customers. This can result in customer dissatisfaction, and lost or delayed sales, as customers become accustomed to their new account executives.



The ability of our entire sales force to effectively sell our full suite of products, including products acquired with our
acquisition of Prodika, will be important to our growth. If new members of our sales team are unable to quickly become fully productive, or if we cannot successfully cross-train our expanded sales force in our full suite of products, it may be
difficult for us to sell our products, and we may lose sales opportunities and market share, take longer to close anticipated sales, and experience a shortfall in revenues.



Software Product Development Is Inherently Complex, and We Could Experience Difficulties in Introducing New Products and Upgrades
Which Could Result in Lost or Delayed Sales.



Our
future financial performance depends on the successful and timely development, introduction, and market acceptance of new and enhanced products, including products that we may introduce using technology that we acquire from other companies. The
lifecycles of our products are difficult to predict because the market for our products is characterized by rapid technological change, changing customer needs and evolving industry standards.



Although our software products can be used with a variety of popular industry
standard technology platforms, there may be future or existing platforms that achieve popularity in the marketplace that may not be architecturally compatible with our software product design. It may be necessary for us to invest significant
resources to adapt our software if new or different platforms or operating environments become widely adopted in our current and prospective customer base. In addition, we believe that our software must be sufficiently scalable to accommodate
substantial numbers of users to achieve the level of market acceptance and customer satisfaction that we believe is critical to our success.



If we are unable to offer new and enhanced products as the market and technology evolve, if our products are not sufficiently scalable, or if we encounter
development difficulties with new products we release, we may find it difficult to sell products to existing and prospective customers. Moreover, customers may delay purchasing decisions if they are aware that new or enhanced products are soon to be
released. If we experience



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difficulties or delays in releasing new and enhanced products that customers are expecting, we may experience lost or delayed sales. Delays in releasing new
and enhanced products could have a material negative impact on our results of operations, particularly in the periods when the new or enhanced products were expected to become available.



Our Efforts to Expand Sales of Our Products to Other Industries May Not Succeed, Thereby Limiting Our Available Markets
and Revenue Growth Potential.



We currently sell our
products primarily to companies in the electronics and high technology, life sciences, consumer packaged goods, automotive, aerospace and defense, and industrial products industries. We also market products to customers in additional industries,
including retail and government. Although we have targeted enterprises in these other industries as potential customers, these potential customers may not be as willing to purchase our products as our customers in the electronic and high technology,
life sciences, consumer packaged goods, automotive, aerospace and defense, and industrial products industries have been. Targeting additional industries requires us to invest significant amounts in sales and marketing activities. If we are unable to
expand our sales in such other industries, we may not recover this investment, or maintain or increase sales of our software.



If We Become Subject to Product Liability Litigation, It Could Be Time Consuming and Costly to Defend.



Since our products are used for mission critical applications in the supply
chain, errors, defects or other performance problems could result in financial or other harm to our customers. For example, our products are designed to communicate information relating to changes in product specifications during the manufacturing
process. If a supplier or other participant receives inaccurate or erroneous data, it is possible that it could claim it incurred damages based on its reliance on that data. Although our license agreements generally contain provisions designed to
limit our exposure to product liability damages, existing or future laws or unfavorable judicial decisions could negate such limitation of liability provisions. While we carry product liability insurance, our insurance may not fully cover these
claims. Product liability litigation, even if successfully defended, would be time-consuming and costly to defend and could harm our reputation and business.



Changes in Global Business Conditions Could Adversely Affect Demand for Our Products and Services, Thereby Negatively Impacting Our Revenues and Results of
Operations.



Our operating results have been adversely
affected over the past few years by reduced levels of capital spending, overall weak economic conditions affecting our current and potential customers and political uncertainties such as the ongoing threat of terrorist strikes. The economic
environment that we face is uncertain. Companies have become much more cautious and deliberate in their evaluation of, and decisions to expand on, technology products and services. Because customers and potential customers are deferring and may
continue to defer major infrastructure investments until general economic conditions improve, we may be especially prone to this weak economy, particularly as it relates to large license transactions.



If We Are Unable to Protect Our Intellectual Property We May Lose a Valuable Asset,
Experience Reduced Market Share or Incur Costly Litigation to Protect Our Rights; We May Also Be Subject to Intellectual Property Infringement Claims That, Even Without Merit, Could Be Costly to Defend or Settle.



Our success and ability to compete depends upon our proprietary technology,
particularly the technology underlying our products. We rely on patent, trademark, trade secret and copyright laws to protect our intellectual property. Despite our efforts to protect our intellectual property, a third party could copy or otherwise
obtain our software or other proprietary information without authorization.



We may have to resort to litigation to enforce our intellectual property rights, to protect our patents, trade secrets or know-how or to determine their scope, validity or enforceability. Enforcing or defending
intellectual



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property rights is quite expensive, could cause the diversion of our resources, and may not prove successful. Our existing or future protective measures may
prove inadequate to protect all of our proprietary rights, and any failure to enforce or protect such rights could cause us to lose a valuable asset. In addition, the laws of some countries do not protect our proprietary rights to as great an extent
as do the laws of the United States, and we expect that it will become more difficult to monitor the use of our products or technologies as we increase our international presence.



We may, from time to time, be subject to claims of infringement of other parties proprietary rights or claims that our
own intellectual property rights are invalid. There has been a substantial amount of litigation in the software industry regarding intellectual property rights. It is possible that, in the future, third parties may claim that our current or
potential future products infringe their intellectual property. We expect that software product developers and providers of electronic commerce solutions will increasingly be subject to infringement claims as the number of products and competitors
in our industry grows and the functionality of PLM products begins to overlap with other software applications. Infringement claims may also increase as a result of the increased mobility of employees from job to job, resulting in the possible
misuse, whether or not intended at a new company, of the intellectual property of the company at which the employee was previously employed. Any infringement claims made against us, even without merit, could be time-consuming, result in costly
litigation, or cause product shipment delays or negative publicity. In addition, if our products were found to infringe a third partys proprietary rights, we could be required to enter into royalty or licensing agreements in order to continue
to be able to sell our products. Royalty or licensing agreements, if required, may not be available on terms acceptable to us and, if entered into, are likely to adversely affect our operating results.



We Have a History of Losses and May Not Achieve or Maintain Profitability.



We have incurred annual losses in each of the years
since we were formed. We incurred a loss of $8.4 million for fiscal 2006. As of April 30, 2006, we had an accumulated deficit of $369.7 million.



Due principally to the amortization of intangibles acquired in the Prodika and Cimmetry acquisitions and the adoption of SFAS 123R effective in our first
quarter of fiscal 2006, we will likely not be profitable on a GAAP basis for the foreseeable future. In addition, we have incurred significant additional expenses, relating to legal, accounting, tax and other professional services in connection with
the review of our stock option grant practices and the investigation of our Taiwan sales office in the first three quarters of fiscal 2007. We may incur significant expenses of the same nature through the remainder of fiscal 2007 in connection with
these matters, which may adversely affect our results of operations and cash flows. Achieving and sustaining profitable results, even on a non-GAAP basis, will depend upon careful expense management coupled with higher revenue levels. Many of our
expenses are relatively fixed in the short term, and there can be no assurance that we will be able to maintain expenses at target levels. There can also be no assurance that our revenues will increase. As a result, there can be no assurance that we
will achieve or maintain profitable operations in the future.



We Depend
on Third-Party Licensed Technology That, if Lost, Could Result in Increased Cost or Delays in Sales of Our Products.



We license technology on a non-exclusive basis from many companies for use with our products. We utilize database management and application server
software from Oracle. Our customers can purchase this software directly from Oracle or from us. In addition, we integrate software into our products licensed from BEA for application server technology, from Actuate for reporting capabilities, Spicer
for document viewing and Cognos for analytics, as well as products from several other providers. We anticipate that we will continue to license technology from third parties in the future. Some of the software we license from third parties would be
difficult to replace and may not continue to be available on commercially reasonable terms, if at all. The loss or inability to maintain any of these technology licenses could result in delays in the licensing of our products until equivalent
technology is identified, licensed, and integrated. The increased use of third-party software could result in higher royalty payments and a loss of product differentiation and lower product gross margins.



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The Market Price of our Common Stock Has Been and May Continue to Be Volatile, Which Could Result in Substantial
Losses for Individual Security Holders.



The market
price for our common stock has been, and is likely to continue to be, volatile. During fiscal 2006, the high and low closing sales prices of our common stock were $7.73 and $5.88, respectively. Our stock price is subject to wide fluctuations in
response to a number of factors, some of which are beyond our control.



In the past, following periods of volatility in the market price of their securities, many companies have been the subject of securities class action litigation. If we become a defendant in a securities class action suit, we could incur
significant defense costs and damages and experience diversion of our managements attention and resources, which could cause the price of our common stock to fall.



Legislative Action and Potential New Accounting Pronouncements Could Cause our General and Administrative Expenses to Increase.



In order to comply with the Sarbanes-Oxley Act of
2002, as well as recent changes to listing standards by NASDAQ, and rules implemented by the Securities and Exchange Commission, our outside legal, accounting and advisory services have increased, and may continue to increase. Moreover, in the
rapidly changing regulatory environment in which we now operate, there is significant uncertainty as to what will be required to comply with many of the new rules and regulations. As a result, we may be required to spend substantially more than we
currently estimate, and may need to divert resources from other activities, as we develop our compliance plans.



Provisions Contained in Our Charter Documents and in Certain Anti-Takeover Measures Adopted By Us May Delay or Prevent a Change in Our Control.



Provisions of our Delaware certificate of incorporation and bylaws and of
Delaware law could make it more difficult for a third party to acquire us, even if a change in control would be beneficial to our stockholders. These provisions also may prevent changes in our management. We are subject to the provision of
Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions may inhibit a non-negotiated merger or other business combination.



In addition, our Board of Directors has the authority to issue up to
10 million shares of Preferred Stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of shares of Preferred Stock, while potentially providing desirable flexibility in connection with possible acquisitions and for
other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Further, in March 2001, our Board of Directors adopted a Preferred Stock purchase rights plan
intended to guard against certain takeover tactics. The existence of this plan could also have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.



ITEM 1B.    UNRESOLVED STAFF COMMENTS



None.



ITEM 2.    PROPERTIES



Our headquarters are currently located in an 82,000 square foot facility in San Jose, California, under a lease that expires in 2011. We lease offices for sales and service personnel in various locations in the United
States of America, including Dallas, Texas, as well as in Montreal, Canada, Shanghai, China, Tokyo, Japan, Taipei, Taiwan and various locations in Germany. We also lease office space for our development centers in Bangalore, India, Suzhou, China and
Karlsruhe, Germany. We own land (approximately 16,600 square feet) and an office building (approximately 5,400 square feet) for sales, services and administrative personnel in Egerkingen, Switzerland.



We believe our current facilities will be adequate to meet our needs for the
foreseeable future.



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##### Table of Contents

ITEM 3.    LEGAL PROCEEDINGS



Shareholder derivative lawsuits



On
December 5, 2006, a purported shareholder filed a derivative action in the Federal District Court for the Northern District of California, titled Meek v. Stolle et al., No. C06-7343 RS. Subsequently, three additional derivative actions,
with essentially the same allegations as the first, were filed in the same court. Each of the lawsuits is a shareholder derivative lawsuit, brought purportedly on our behalf. Each complaint names as defendants certain directors and current and
former officers. The complaints, when read together, allege that the individual defendants caused or allowed backdated stock options to be granted from August 1999 through October 2003, in violation of the federal securities laws and their fiduciary
duties to the company and its shareholders. No specific amounts of damages were alleged, although the complaints seek rescission of the options alleged to be backdated and the recovery of profits from the defendants sales of company stock. It
is expected that all of these derivative actions will be consolidated into one action. The Companys board of directors and management intend to review the allegations of the action(s) and will respond in a manner the Board considers to be in
the best interests of the shareholders.



IPO securities class action
litigation



On or around October 25, 2001, a
class action lawsuit was filed on behalf of holders of Agile securities in the Southern District of New York against Agile Software Corporation, Bryan D. Stolle and Thomas P. Shanahan (collectively the Agile Defendants) and others,
including underwriters Morgan Stanley and Deutsche Bank Securities. The case is now captionedIn re Agile Software, Inc. Initial Public Offering Securities Litigation, 01 CIV 9413 (SAS),related to In re Initial Public Offering Securities
Litigation, 21 MC 92 (SAS).



On or about April 19,
2002, plaintiffs electronically served an amended complaint. The amended complaint is brought purportedly on behalf of all persons who purchased the Companys common stock from August 19, 1999 through December 6, 2000. It names as
defendants the Agile Defendants and several investment banking firms that served as underwriters of the Companys initial public offering and secondary offering. The complaint alleges liability under Sections 11 and 15 of the Securities Act of
1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on the grounds that the registration statement for the offerings did not disclose that: (1) the underwriters had agreed to allow certain customers to purchase shares in
the offerings in exchange for excess commissions paid to the underwriters; and (2) the underwriters had arranged for certain customers to purchase additional shares in the aftermarket at predetermined prices. The amended complaint also alleges
that false analyst reports were issued. No specific damages are claimed.



The Company is aware that similar allegations have been made in other lawsuits filed in the Federal District Court in the Southern District of New York (the Court) challenging over 300 other initial public offerings
and secondary offerings conducted in 1999 and 2000. Those cases have been consolidated for pretrial purposes before the Honorable Judge Shira A. Scheindlin. On July 15, 2002, the Agile Defendants (as well as all other issuer defendants) filed a
motion to dismiss the complaint. On February 19, 2003, the Court ruled on the motions to dismiss. The Court denied the motions to dismiss claims under the Securities Act of 1933 in all but 10 of the cases. In the case involving the Company,
these claims were dismissed as to the initial public offering, but not the secondary offering. The Court denied the motion to dismiss the claim under Section 10(a) of the Securities Exchange Act of 1934 against the Company and 184 other issuer
defendants, on the basis that the amended complaints in these cases alleged that the respective issuers had acquired companies or conducted follow-on offerings after the initial public offerings. As a consequence, the Court denied the motion to
dismiss the Section 20(a) claims against the individual defendants. The motion to dismiss the Section 10(a) claims was granted with prejudice as to the individual defendants.



The Company has decided to accept a settlement proposal presented to all issuer defendants. In this settlement, plaintiffs
will dismiss and release all claims against the Agile Defendants, in exchange for a contingent payment by the insurance companies collectively responsible for insuring the issuers in all of the IPO



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##### Table of Contents

cases, and for the assignment or surrender of control of certain claims the Company may have against the underwriters. The Agile Defendants will not be
required to make any cash payments in the settlement, unless thepro rata amount paid by the insurers in the settlement exceeds the limits of the insurance coverage, a circumstance which the Company does not believe will occur. The settlement
will require approval of the Court, which cannot be assured, after class members are given the opportunity to object to the settlement.



The Court has granted preliminary approval of the settlement.It held a hearing on April 24, 2006 to consider final approval of the
settlement, and will issue a ruling at some time in the future. On December 5, 2006, the Second Circuit Court of Appeals (which oversees the Court) issued a decision in In re Initial Public Offering Securities Litigation, WL 3499937 (2d Cir.
Dec. 5, 2006), reversing the Courts ruling certifying six of the cases in the consolidated proceedings as class actions. On December 14, 2006, the Court agreed to stay all proceedings, including consideration of the settlement,
pending a decision from the Second Circuit on whether it will hear further argument on the class certification issue.



We are also subject to various other claims and legal actions arising in the ordinary course of business. In our opinion, after consultation with legal
counsel, the ultimate disposition of these matters is not expected to have a material effect on our business, financial condition, results of operations, or cash flows.



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



No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2006.



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##### Table of Contents

PART II



ITEM 5.    MARKET FOR AGILE SOFTWARE CORPORATIONS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Our common stock is traded on the Nasdaq Global Market under the symbol
AGIL. Prior to July 1, 2006, this market was called the Nasdaq National Market.



As a result of the delayed filing of our periodic reports with the SEC, on August 1, 2006, we received a Nasdaq staff determination letter indicating that
we had failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), due to our failure to timely file our Annual Report on Form 10-K for fiscal 2006, and that our securities are, therefore,
subject to delisting from the Nasdaq Global Market. We received and announced two additional Nasdaq staff determination letters with respect to our failure to timely file our Quarterly Reports on Form 10-Q for the first and second quarters of fiscal
2007. We requested and subsequently attended a hearing before the Nasdaq Listing Qualifications Panel (Listing Panel), which was held on September 14, 2006, to appeal the staff determination and presented a plan to cure both filing
deficiencies and regain compliance. On October 11, 2006, Nasdaq notified us that the exception had been granted, and that it would continue to list our shares on the Nasdaq Global Market, provided that we file our Form 10-K for fiscal 2006, our
Form 10-Q for the first quarter of fiscal 2007, and all required restatements on or before January 8, 2007. Although we were unable to meet this condition by January 8, 2007, the Nasdaq Listing and Hearing Review Council (Listing
Council), pursuant to its discretionary authority under Marketplace Rule 4807(b), called for review the decision of the Listing Panel and stayed the decision to suspend our securities from trading, pending further action by the Listing
Council. Our stock will continue to be listed on the Nasdaq Global Market, pending the decision by the Listing Council on our request for a further extension within which to comply with the listing rules. Upon the filing of this Form 10-K for fiscal
2006 and our Form 10-Q for our quarters ended July 31, 2006 and October 31, 2006, we will be current with our filing requirements under the Securities and Exchange Act of 1934 and, as a result, expect that we should no longer be subject to delisting
from the Nasdaq Global Market.



The price range per share
reflected in the table below represents the high and low closing sales prices for our stock for the periods set forth, as reported by the Nasdaq Global Market.



|                               |  |      |       |     |   |     
|------------------------------ |  | ---- | ----- | --- | - | ----
|                               |  | High |       | Low
|Fiscal 2006:                   |  |      |       |     |   |     
|Quarter Ended April 30, 2006   |  | $    | 7.73  |     | $ | 6.26
|Quarter Ended January 31, 2006 |  | $    | 6.63  |     | $ | 5.98
|Quarter Ended October 31, 2005 |  | $    | 7.25  |     | $ | 5.88
|Quarter Ended July 31, 2005    |  | $    | 6.77  |     | $ | 6.12
|                               |  |     
|Fiscal 2005:                   |  |      |       |     |   |     
|Quarter Ended April 30, 2005   |  | $    | 7.93  |     | $ | 6.55
|Quarter Ended January 31, 2005 |  | $    | 9.21  |     | $ | 7.27
|Quarter Ended October 31, 2004 |  | $    | 8.80  |     | $ | 6.67
|Quarter Ended July 31, 2004    |  | $    | 8.82  |     | $ | 7.00
|                               |  |     
|Fiscal 2004:                   |  |      |       |     |   |     
|Quarter Ended April 30, 2004   |  | $    | 10.82 |     | $ | 7.55
|Quarter Ended January 31, 2004 |  | $    | 12.19 |     | $ | 9.21
|Quarter Ended October 31, 2003 |  | $    | 11.30 |     | $ | 8.18
|Quarter Ended July 31, 2003    |  | $    | 10.55 |     | $ | 6.40



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##### Table of Contents

Approximate Number of Stockholders



At December 31, 2006, we had 359 stockholders of record. The number of beneficial stockholders of our shares is greater
than the number of stockholders of record. The last reported sale price of our common stock on December 31, 2006 was $6.15.



Dividends



Our present policy is to retain earnings, if any, to finance future growth. We have never paid cash dividends and have no present intention to pay cash
dividends.



Issuer Repurchases of Equity Securities



We did not repurchase any of our equity securities during the quarter
ended April 30, 2006, nor issue any securities that were not registered under Securities Act of 1933.



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##### Table of Contents

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA



The following tables include selected consolidated summary financial data for each of our last five fiscal years. The selected consolidated financial data
presented below as of and for the year ended April 30, 2006 is derived from our audited consolidated financial statements. The selected consolidated financial data presented below as of April 30, 2005 and for the years ended April 30,
2005 and 2004 is derived from our audited consolidated financial statements as adjusted for the matters described in Note 2 Restatement of Consolidated Financial Statements in the notes to the consolidated financial statements included
elsewhere in this Form 10-K. The selected consolidated financial data as of April 30, 2004, 2003, and 2002 and for the years ended April 30, 2003 and 2002, and for each quarter of fiscal years 2006 and 2005 is derived from our historical
consolidated financial statements and unaudited quarterly consolidated financial data, respectively, as restated for the matters described in Note 2. This selected consolidated financial data should be read in conjunction with the consolidated
financial statements and related footnotes thereto and with Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. We have not amended our previously-filed Annual
Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement described in Note 2. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information
in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously-filed reports should not be relied upon.



The following table sets forth the effect of the restatement for each of the applicable fiscal years (in thousands):



|                                |  |                                         |         |   |               |   |        |               |  |   |                                 |   |  |               |         |   |               |   |         |   |  |   |         |  
|------------------------------- |  | --------------------------------------- | ------- | - | ------------- | - | ------ | ------------- |  | - | ------------------------------- | - |  | ------------- | ------- | - | ------------- | - | ------- | - |  | - | ------- | -
|                                |  | Total cumulativeeffect at April 30,2005 |         |   | April 30,2005 |   |        | April 30,2004 |  |   | Cumulativeeffect at May  1,2003 |   |  | April 30,2003 |         |   | April 30,2002 |  
|Net loss, as reported           |  |                                         |         |   |               | $ | (7,194 | )             |  | $ | (24,095                         | ) |  |               |         |   |               | $ | (36,131 | ) |  | $ | (34,543 | )
|Additional compensation expense |  | $                                       | (69,635 | ) |               |   | (1,199 | )             |  |   | (2,842                          | ) |  | $             | (65,594 | ) |               |   | (4,498  | ) |  |   | (11,614 | )
|Tax effect                      |  |                                         |         |   |               |   |       |               |  |   |                                |   |  |               |         |   |               |   |        |   |  |   |        |  
|                                |  |                                         |         |   |               |   |        |               |  |   |                                 |   |  |               |         |   |               |   |         |   |  |   |         |  
|Net loss, as restated           |  |                                         |         |   |               | $ | (8,393 | )             |  | $ | (26,937                         | ) |  |               |         |   |               | $ | (40,629 | ) |  | $ | (46,157 | )
|                                |  |                                         |         |   |               |   |        |               |  |   |                                 |   |  |               |         |   |               |   |         |   |  |   |         |  



In addition to the
stock compensation expense for fiscal years 2003 and 2002, the cumulative effect at May 1, 2003 of $65.6 million includes stock compensation expense for the fiscal years 2001 and 2000 of $47.1 million and $2.4 million, respectively.



In addition to the restatement of stock compensation expense, as described
in Note 2, we have made adjustments in this Form 10-K to our previously filed consolidated statement of cash flows for fiscal 2005, and the consolidated statements of cash flows included within our unaudited quarterly financial data for each of the
quarters in fiscal 2005 and for the first three quarters in fiscal 2006. These adjustments were primarily the result of errors in the calculation of the effect of exchange rate changes on cash balances, which principally resulted in
reclassifications between cash provided by (used in) operating activities and the effect of exchange rate changes on cash. These adjustments had no impact on the total change in cash and cash equivalents within the consolidated statements of cash
flows, the consolidated statement of operations or the consolidated balance sheets for the affected periods.



During fiscal 2005, we acquired Cimmetry Systems, Inc. (Cimmetry). During fiscal 2004, we acquired TRADEC, Inc. (Tradec) and
Eigner US Inc. (Eigner). During fiscal 2003, we acquired ProductFactory, Inc. (ProductFactory). During fiscal 2002, we acquired oneRev, Inc. (oneRev). Each transaction was accounted for under the purchase method
of accounting and, accordingly, the results of operations of each acquisition are included in the accompanying consolidated statements of operations since the respective acquisition date.



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------- | ------- | ----------- |  | - | ----------- | - |  | ----------- | ------- | - | ----------- | - | ------- | - |  | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          | Fiscal Year Ended April 30, |        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2006                                     |                             |         | 2005        |  |   | 2004        |   |  | 2003        |         |   | 2002        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (in thousands, except per share amounts) |                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         | As Restated |  |   | As Restated |   |  | As Restated |         |   | As Restated |  
|Consolidated Statement of Operations Data:                                                                                                                                                                                                                                                                                                                                                                                                                       |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          | $                           | 50,057  |             |  | $ | 46,406      |   |  | $           | 36,293  |   |             | $ | 30,699  |   |  | $ | 45,141  |  
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             | 82,012  |             |  |   | 70,581      |   |  |             | 60,012  |   |             |   | 39,810  |   |  |   | 32,630  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                             | 132,069 |             |  |   | 116,987     |   |  |             | 96,305  |   |             |   | 70,509  |   |  |   | 77,771  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Cost of revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             | 3,223   |             |  |   | 4,333       |   |  |             | 3,694   |   |             |   | 2,790   |   |  |   | 3,107   |  
|Service (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                          |                             | 41,598  |             |  |   | 34,112      |   |  |             | 29,729  |   |             |   | 18,444  |   |  |   | 16,092  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                          |                             |        |             |  |   |            |   |  |             | 595     |   |             |   |        |   |  |   |        |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |                                          |                             | 2,901   |             |  |   | 1,245       |   |  |             | 709     |   |             |   |        |   |  |   |        |  
|Impairment of prepaid software licenses                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             |        |             |  |   |            |   |  |             | 471     |   |             |   | 2,680   |   |  |   | 2,393   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Total cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |                             | 47,722  |             |  |   | 39,690      |   |  |             | 35,198  |   |             |   | 23,914  |   |  |   | 21,592  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                          |                             | 84,347  |             |  |   | 77,297      |   |  |             | 61,107  |   |             |   | 46,595  |   |  |   | 56,179  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Sales and marketing (1)                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             | 50,433  |             |  |   | 47,583      |   |  |             | 40,867  |   |             |   | 44,876  |   |  |   | 58,079  |  
|Research and development (1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                          |                             | 34,639  |             |  |   | 23,848      |   |  |             | 24,395  |   |             |   | 27,870  |   |  |   | 33,843  |  
|General and administrative (1)                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                             | 13,125  |             |  |   | 11,727      |   |  |             | 11,529  |   |             |   | 9,215   |   |  |   | 14,999  |  
|Acquisition-related expenses (benefits)                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             | 745     |             |  |   |            |   |  |             | 1,091   |   |             |   |        |   |  |   | (835    | )
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |                                          |                             | 2,482   |             |  |   | 2,055       |   |  |             | 2,092   |   |             |   |        |   |  |   | 756     |  
|Acquired in-process research and development                                                                                                                                                                                                                                                                                                                                                                                                                     |                                          |                             |        |             |  |   | 1,700       |   |  |             | 500     |   |             |   | 400     |   |  |   |        |  
|Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                          |                             | 2,386   |             |  |   | 2,132       |   |  |             | 8,730   |   |             |   | 5,156   |   |  |   | 3,864   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                          |                             | 103,810 |             |  |   | 89,045      |   |  |             | 89,204  |   |             |   | 87,517  |   |  |   | 110,706 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Loss from operations                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                          |                             | (19,463 | )           |  |   | (11,747     | ) |  |             | (28,097 | ) |             |   | (40,922 | ) |  |   | (54,526 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             | 
|Other income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Interest and other income, net                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                             | 5,428   |             |  |   | 4,068       |   |  |             | 3,093   |   |             |   | 4,900   |   |  |   | 10,158  |  
|Loss from foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |                             |        |             |  |   |            |   |  |             | (639    | ) |             |   |        |   |  |   |        |  
|Gain on sale of investment                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                          |                             | 6,389   |             |  |   |            |   |  |             |        |   |             |   |        |   |  |   |        |  
|Impairment of investments                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                             |        |             |  |   |            |   |  |             |        |   |             |   | (3,673  | ) |  |   | (1,446  | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Loss before provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |                             | (7,646  | )           |  |   | (7,679      | ) |  |             | (25,643 | ) |             |   | (39,695 | ) |  |   | (45,814 | )
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                          |                             | 742     |             |  |   | 714         |   |  |             | 1,294   |   |             |   | 934     |   |  |   | 343     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                          | $                           | (8,388  | )           |  | $ | (8,393      | ) |  | $           | (26,937 | ) |             | $ | (40,629 | ) |  | $ | (46,157 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                          | $                           | (0.15   | )           |  | $ | (0.16       | ) |  | $           | (0.54   | ) |             | $ | (0.84   | ) |  | $ | (0.97   | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|Weighted average shares                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          |                             | 54,269  |             |  |   | 52,914      |   |  |             | 50,191  |   |             |   | 48,495  |   |  |   | 47,451  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             |  |   |             |   |  |             |         |   |             |   |         |   |  |   |         |  
|(1)    Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation
was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts in the lines above include stock
compensation as follows: |                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                             |         |             | 
|Cost of service revenue                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                          | $                           | 597     |             |  | $ | 558         |   |  | $           | 736     |   |             | $ | 293     |   |  | $ | 2,171   |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                          |                             | 2,233   |             |  |   | 1,439       |   |  |             | 2,565   |   |             |   | 3,036   |   |  |   | 1,761   |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                          |                             | 508     |             |  |   | (36         | ) |  |             | 1,248   |   |             |   | 1,513   |   |  |   | 352     |  
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                          |                             | 1,006   |             |  |   | 171         |   |  |             | 2,575   |   |             |   | 2,288   |   |  |   | 7,613   |  



32



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##### Table of Contents

|                                                    |  |                             |         |   |             |   |         |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------------------- |  | --------------------------- | ------- | - | ----------- | - | ------- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                    |  | As of April 30,             |        
|                                                    |  | 2006                        |         |   | 2005        |   | 2004    |  |   | 2003    |   |  | 2002 |        
|                                                    |  | (In thousands)              |        
|Consolidated Balance Sheet Data:                    |  |                             |         |   |             |   |         |  |   |         |   |  |      |         |   |  |   |         |  
|Cash, cash equivalents and investments              |  | $                           | 203,299 |   |             | $ | 198,380 |  | $ | 238,221 |   |  | $    | 256,967 |   |  | $ | 285,549 |  
|Working capital                                     |  |                             | 151,251 |   |             |   | 155,376 |  |   | 149,591 |   |  |      | 243,181 |   |  |   | 267,706 |  
|Total assets                                        |  |                             | 318,307 |   |             |   | 321,023 |  |   | 316,175 |   |  |      | 290,950 |   |  |   | 319,064 |  
|Total non-current liabilities                       |  |                             | 5,547   |   |             |   | 7,643   |  |   | 6,710   |   |  |      |        |   |  |   |        |  
|Stockholders equity                                |  |                             | 258,289 |   |             |   | 260,881 |  |   | 261,494 |   |  |      | 256,246 |   |  |   | 286,631 |  
|                                                    | 
|                                                    |  | Fiscal Year Ended April 30, |        
|                                                    |  | 2006                        |         |   | 2005        |   | 2004    |  |   | 2003    |   |  | 2002 |        
|                                                    |  | (In thousands)              |        
|                                                    |  |                             |         |   | As Restated |   |         |  |   |         |   |  |      |        
|Consolidated Statements of Cash Flow Data:          |  |                             |         |   |             |   |         |  |   |         |   |  |      |         |   |  |   |         |  
|Net cash provided by (used in) operating activities |  |                             | (1,573  | ) |             |   | 2,543   |  |   | (14,929 | ) |  |      | (23,218 | ) |  |   | (14,185 | )
|Net cash provided by (used in) investing activities |  |                             | 43,448  |   |             |   | 26,874  |  |   | (5,660  | ) |  |      | (45,417 | ) |  |   | (9,288  | )
|Net cash provided by financing activities           |  |                             | 3,483   |   |             |   | 6,606   |  |   | 9,239   |   |  |      | 3,113   |   |  |   | 6,930   |  
|Effect of exchange rate changes on cash             |  |                             | (368    | ) |             |   | 400     |  |   | (1,165  | ) |  |      |        |   |  |   |        |  



33



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##### Table of Contents

Adjustments to the Consolidated Financial Statements



|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|-------------------------------------------- | ---- | ---------------------------------------- | ---- | ----------- | - | ------ | ----------- |  | ---- | ----------- | - | ---- | ----------- | ------ | - |  | - | ------- | -
|                                             |     
|                                             |      | Fiscal Year Ended April 30,              |     
|                                             | 2006 |                                          | 2005 |             |   | 2004   |             |  | 2003 |             |   | 2002 |            
|                                             |      | (In thousands, except per share amounts) |     
|                                             |      |                                          |      | Adjustments |   |        | Adjustments |  |      | Adjustments |   |      | Adjustments |       
|Consolidated Statement of Operations Data:   |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Revenues:                                    |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Total revenues                               |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Cost of revenues:                            |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|License                                      |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Service                                      |      |                                          |     |             |   | 313    |             |  |      | 496         |   |      |             | 256    |   |  |   | 2,218   |  
|Acquisition-related expenses (benefits)      |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Amortization of intangible assets            |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Impairment of prepaid software licenses      |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Total cost of revenues                       |      |                                          |     |             |   | 313    |             |  |      | 496         |   |      |             | 256    |   |  |   | 2,218   |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Gross margin                                 |      |                                          |     |             |   | (313   | )           |  |      | (496        | ) |      |             | (256   | ) |  |   | (2,218  | )
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Operating expenses:                          |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Sales and marketing                          |      |                                          |     |             |   | 999    |             |  |      | (593        | ) |      |             | 809    |   |  |   | 1,541   |  
|Research and development                     |      |                                          |     |             |   | (86    | )           |  |      | 1,042       |   |      |             | 1,281  |   |  |   | 541     |  
|General and administrative                   |      |                                          |     |             |   | (26    | )           |  |      | 1,897       |   |      |             | 2,152  |   |  |   | 7,315   |  
|Acquisition-related expenses                 |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Amortization of intangible assets            |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Acquired in-process research and development |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|Restructuring charges                        |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Total operating expenses                     |      |                                          |     |             |   | 887    |             |  |      | 2,346       |   |      |             | 4,242  |   |  |   | 9,397   |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Loss from operations                         |      |                                          |     |             |   | (1,199 | )           |  |      | (2,842      | ) |      |             | (4,498 | ) |  |   | (11,614 | )
|Other income (expense)                       |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Loss before provision for income taxes       |      |                                          |     |             |   | (1,199 | )           |  |      | (2,842      | ) |      |             | (4,498 | ) |  |   | (11,614 | )
|Provision for income taxes                   |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Net loss                                     |      | $                                        |     |             | $ | (1,199 | )           |  | $    | (2,842      | ) |      | $           | (4,498 | ) |  | $ | (11,614 | )
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Net loss per share:                          |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Basic and diluted                            |      | $                                        |     |             | $ | (0.02  | )           |  | $    | (0.06       | ) |      | $           | (0.09  | ) |  | $ | (0.24   | )
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  
|Weighted average shares                      |      |                                          |     |             |   |       |             |  |      |            |   |      |             |       |   |  |   |        |  
|                                             |      |                                          |      |             |   |        |             |  |      |             |   |      |             |        |   |  |   |         |  



|                                                    |  |                             |  |             |  
|--------------------------------------------------- |  | --------------------------- |  | ----------- | -
|                                                    |  | Fiscal Year Ended April 30, | 
|                                                    |  | 2006                        |  | 2005        |  
|                                                    |  | (In thousands)              | 
|                                                    |  |                             |  | Adjustments |  
|Consolidated Statements of Cash Flow Data:          |  |                             |  |             |  
|Net cash provided by (used in) operating activities |  |                            |  | 643         |  
|Net cash provided by (used in) investing activities |  |                            |  | 9           |  
|Net cash provided by financing activities           |  |                            |  | (2          | )
|Effect of exchange rate changes on cash             |  |                            |  | (650        | )



34



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##### Table of Contents

|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|-------------------------------------------- | ---------------------------------------- | --------------------------- | ------- | --------------------- |  | - | --------------------- | - |  | --------------------- | ------- | - | --------------------- | - | ------- | - |  | - | ------- | -
|                                             |                                          | Fiscal Year Ended April 30, |        
|                                             | 2006                                     |                             |         | 2005                  |  |   | 2004                  |   |  | 2003                  |         |   | 2002                  |  
|                                             | (in thousands, except per share amounts) |                            
|                                             |                                          |                             |         | As PreviouslyReported |  |   | As PreviouslyReported |   |  | As PreviouslyReported |         |   | As PreviouslyReported |  
|Consolidated Statement of Operations Data:   |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Revenues:                                    |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|License                                      |                                          | $                           | 50,057  |                       |  | $ | 46,406                |   |  | $                     | 36,293  |   |                       | $ | 30,699  |   |  | $ | 45,141  |  
|Service                                      |                                          |                             | 82,012  |                       |  |   | 70,581                |   |  |                       | 60,012  |   |                       |   | 39,810  |   |  |   | 32,630  |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Total revenues                               |                                          |                             | 132,069 |                       |  |   | 116,987               |   |  |                       | 96,305  |   |                       |   | 70,509  |   |  |   | 77,771  |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Cost of revenues:                            |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|License                                      |                                          |                             | 3,223   |                       |  |   | 4,333                 |   |  |                       | 3,694   |   |                       |   | 2,790   |   |  |   | 3,107   |  
|Service (1)                                  |                                          |                             | 41,598  |                       |  |   | 33,799                |   |  |                       | 29,233  |   |                       |   | 18,188  |   |  |   | 13,874  |  
|Acquisition-related expenses                 |                                          |                             |        |                       |  |   |                      |   |  |                       | 595     |   |                       |   |        |   |  |   |        |  
|Amortization of intangible assets            |                                          |                             | 2,901   |                       |  |   | 1,245                 |   |  |                       | 709     |   |                       |   |        |   |  |   |        |  
|Impairment of prepaid software licenses      |                                          |                             |        |                       |  |   |                      |   |  |                       | 471     |   |                       |   | 2,680   |   |  |   | 2,393   |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Total cost of revenues                       |                                          |                             | 47,722  |                       |  |   | 39,377                |   |  |                       | 34,702  |   |                       |   | 23,658  |   |  |   | 19,374  |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Gross margin                                 |                                          |                             | 84,347  |                       |  |   | 77,610                |   |  |                       | 61,603  |   |                       |   | 46,851  |   |  |   | 58,397  |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Operating expenses:                          |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Sales and marketing (1)                      |                                          |                             | 50,433  |                       |  |   | 46,584                |   |  |                       | 41,460  |   |                       |   | 44,067  |   |  |   | 56,538  |  
|Research and development (1)                 |                                          |                             | 34,639  |                       |  |   | 23,934                |   |  |                       | 23,353  |   |                       |   | 26,589  |   |  |   | 33,302  |  
|General and administrative (1)               |                                          |                             | 13,125  |                       |  |   | 11,753                |   |  |                       | 9,632   |   |                       |   | 7,063   |   |  |   | 7,684   |  
|Acquisition-related expenses (benefits)      |                                          |                             | 745     |                       |  |   |                      |   |  |                       | 1,091   |   |                       |   |        |   |  |   | (835    | )
|Amortization of intangible assets            |                                          |                             | 2,482   |                       |  |   | 2,055                 |   |  |                       | 2,092   |   |                       |   |        |   |  |   | 756     |  
|Acquired in-process research and development |                                          |                             |        |                       |  |   | 1,700                 |   |  |                       | 500     |   |                       |   | 400     |   |  |   |        |  
|Restructuring charges                        |                                          |                             | 2,386   |                       |  |   | 2,132                 |   |  |                       | 8,730   |   |                       |   | 5,156   |   |  |   | 3,864   |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Total operating expenses                     |                                          |                             | 103,810 |                       |  |   | 88,158                |   |  |                       | 86,858  |   |                       |   | 83,275  |   |  |   | 101,309 |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Loss from operations                         |                                          |                             | (19,463 | )                     |  |   | (10,548               | ) |  |                       | (25,255 | ) |                       |   | (36,424 | ) |  |   | (42,912 | )
|Other income (expense):                      |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Interest and other income, net               |                                          |                             | 5,428   |                       |  |   | 4,068                 |   |  |                       | 3,093   |   |                       |   | 4,900   |   |  |   | 10,158  |  
|Loss from foreign currency translation       |                                          |                             |        |                       |  |   |                      |   |  |                       | (639    | ) |                       |   |        |   |  |   |        |  
|Gain on sale of investment                   |                                          |                             | 6,389   |                       |  |   |                      |   |  |                       |        |   |                       |   |        |   |  |   |        |  
|Impairment of investments                    |                                          |                             |        |                       |  |   |                      |   |  |                       |        |   |                       |   | (3,673  | ) |  |   | (1,446  | )
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Loss before provision for income taxes       |                                          |                             | (7,646  | )                     |  |   | (6,480                | ) |  |                       | (22,801 | ) |                       |   | (35,197 | ) |  |   | (34,200 | )
|Provision for income taxes                   |                                          |                             | 742     |                       |  |   | 714                   |   |  |                       | 1,294   |   |                       |   | 934     |   |  |   | 343     |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Net loss                                     |                                          | $                           | (8,388  | )                     |  | $ | (7,194                | ) |  | $                     | (24,095 | ) |                       | $ | (36,131 | ) |  | $ | (34,543 | )
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Net loss per share:                          |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Basic and diluted                            |                                          | $                           | (0.15   | )                     |  | $ | (0.14                 | ) |  | $                     | (0.48   | ) |                       | $ | (0.75   | ) |  | $ | (0.73   | )
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  
|Weighted average shares                      |                                          |                             | 54,269  |                       |  |   | 52,914                |   |  |                       | 50,191  |   |                       |   | 48,495  |   |  |   | 47,451  |  
|                                             |                                          |                             |         |                       |  |   |                       |   |  |                       |         |   |                       |   |         |   |  |   |         |  

---

|(1) |  | Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended
April 30, 2006, stock compensation was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts
in the lines above include stock compensation as follows:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                           |  |   |       |  |   |     |  |   |       |  |   |       |  |   |      |  
|-------------------------- |  | - | ----- |  | - | --- |  | - | ----- |  | - | ----- |  | - | ---- | -
|Cost of service revenue    |  | $ | 597   |  | $ | 245 |  | $ | 240   |  | $ | 37    |  | $ | (47  | )
|Sales and marketing        |  |   | 2,233 |  |   | 440 |  |   | 3,158 |  |   | 2,227 |  |   | 220  |  
|Research and development   |  |   | 508   |  |   | 50  |  |   | 206   |  |   | 232   |  |   | (189 | )
|General and administrative |  |   | 1,006 |  |   | 197 |  |   | 678   |  |   | 136   |  |   | 298  |  



35



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##### Table of Contents

|                                                    |  |                             |   |  |                      
|--------------------------------------------------- |  | --------------------------- | - |  | ---------------------
|                                                    |  | Fiscal Year Ended April 30,
|                                                    |  | 2006                        |   |  | 2005                 
|                                                    |  | (In thousands)             
|                                                    |  |                             |   |  | As PreviouslyReported
|Consolidated Statements of Cash Flow Data :         |  |                             |   |  |                      
|Net cash provided by (used in) operating activities |  | (1,573                      | ) |  | 1,900                
|Net cash provided by (used in) investing activities |  | 43,448                      |   |  | 26,865               
|Net cash provided by financing activities           |  | 3,483                       |   |  | 6,608                
|Effect of exchange rate changes on cash             |  | (368                        | ) |  | 1,050                



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | -------------------------- | - | ------ | --------------- |  | - | ------------ | - |  | ------------- | ------ | - | --------------- | - | ------ | --------------- |  | - | ------------ | - |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | For the three months ended               |        |   | For the three months ended |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | April 30,2006                            |        |   | January 31,2006            |   |        | October 31,2005 |  |   | July 31,2005 |   |  | April 30,2005 |        |   | January 31,2005 |   |        | October 31,2004 |  |   | July 31,2004 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | (In thousands, except per share amounts) |       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  | As Restated   |        |   | As Restated     |   |        | As Restated     |  |   | As Restated  |  
|Consolidated Statement of Operations Data:                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                                        | 13,175 |   |                            | $ | 13,405 |                 |  | $ | 10,076       |   |  | $             | 13,401 |   |                 | $ | 12,431 |                 |  | $ | 12,455       |   |  | $ | 11,206 |   |  | $ | 10,314 |  
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          | 20,229 |   |                            |   | 19,397 |                 |  |   | 21,403       |   |  |               | 20,983 |   |                 |   | 19,578 |                 |  |   | 17,825       |   |  |   | 17,011 |   |  |   | 16,167 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                          | 33,404 |   |                            |   | 32,802 |                 |  |   | 31,479       |   |  |               | 34,384 |   |                 |   | 32,009 |                 |  |   | 30,280       |   |  |   | 28,217 |   |  |   | 26,481 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Cost of revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          | 774    |   |                            |   | 842    |                 |  |   | 835          |   |  |               | 772    |   |                 |   | 849    |                 |  |   | 1,243        |   |  |   | 1,164  |   |  |   | 1,077  |  
|Service (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                          | 9,345  |   |                            |   | 9,840  |                 |  |   | 10,731       |   |  |               | 11,682 |   |                 |   | 9,793  |                 |  |   | 8,518        |   |  |   | 8,114  |   |  |   | 7,688  |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          | 725    |   |                            |   | 726    |                 |  |   | 725          |   |  |               | 725    |   |                 |   | 712    |                 |  |   | 178          |   |  |   | 177    |   |  |   | 178    |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Total cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                          | 10,844 |   |                            |   | 11,408 |                 |  |   | 12,291       |   |  |               | 13,179 |   |                 |   | 11,354 |                 |  |   | 9,939        |   |  |   | 9,455  |   |  |   | 8,943  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                          | 22,560 |   |                            |   | 21,394 |                 |  |   | 19,188       |   |  |               | 21,205 |   |                 |   | 20,655 |                 |  |   | 20,341       |   |  |   | 18,762 |   |  |   | 17,538 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Sales and marketing (1)                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          | 12,895 |   |                            |   | 12,376 |                 |  |   | 12,332       |   |  |               | 12,830 |   |                 |   | 13,351 |                 |  |   | 12,187       |   |  |   | 11,298 |   |  |   | 10,746 |  
|Research and development (1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                          | 8,961  |   |                            |   | 8,923  |                 |  |   | 8,534        |   |  |               | 8,221  |   |                 |   | 7,498  |                 |  |   | 5,667        |   |  |   | 5,405  |   |  |   | 5,278  |  
|General and administrative (1)                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                          | 3,572  |   |                            |   | 3,239  |                 |  |   | 2,868        |   |  |               | 3,446  |   |                 |   | 3,371  |                 |  |   | 2,963        |   |  |   | 2,796  |   |  |   | 2,597  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                          | 745    |   |                            |   |       |                 |  |   |             |   |  |               |       |   |                 |   |       |                 |  |   |             |   |  |   |       |   |  |   |       |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                          | 626    |   |                            |   | 627    |                 |  |   | 627          |   |  |               | 602    |   |                 |   | 652    |                 |  |   | 357          |   |  |   | 390    |   |  |   | 656    |  
|Acquired in-process research and development                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                          |       |   |                            |   |       |                 |  |   |             |   |  |               |       |   |                 |   | 1,700  |                 |  |   |             |   |  |   |       |   |  |   |       |  
|Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                          | 657    |   |                            |   | 1,729  |                 |  |   |             |   |  |               |       |   |                 |   |       |                 |  |   |             |   |  |   |       |   |  |   | 2,132  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                          | 27,456 |   |                            |   | 26,894 |                 |  |   | 24,361       |   |  |               | 25,099 |   |                 |   | 26,572 |                 |  |   | 21,174       |   |  |   | 19,889 |   |  |   | 21,409 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Loss from operations                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                          | (4,896 | ) |                            |   | (5,500 | )               |  |   | (5,173       | ) |  |               | (3,894 | ) |                 |   | (5,917 | )               |  |   | (833         | ) |  |   | (1,127 | ) |  |   | (3,871 | )
|Other income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Interest and other income, net                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                          | 1,677  |   |                            |   | 1,597  |                 |  |   | 1,284        |   |  |               | 870    |   |                 |   | 1,021  |                 |  |   | 1,169        |   |  |   | 1,078  |   |  |   | 800    |  
|Gain on sale of investment                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                          | 6,389  |   |                            |   |       |                 |  |   |             |   |  |               |       |   |                 |   |       |                 |  |   |             |   |  |   |       |   |  |   |       |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Loss before provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                          | 3,170  |   |                            |   | (3,903 | )               |  |   | (3,889       | ) |  |               | (3,024 | ) |                 |   | (4,896 | )               |  |   | 336          |   |  |   | (49    | ) |  |   | (3,071 | )
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                          | 98     |   |                            |   | 237    |                 |  |   | 111          |   |  |               | 296    |   |                 |   | (106   | )               |  |   | 285          |   |  |   | 262    |   |  |   | 273    |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $                                        | 3,072  |   |                            | $ | (4,140 | )               |  | $ | (4,000       | ) |  | $             | (3,320 | ) |                 | $ | (4,790 | )               |  | $ | 51           |   |  | $ | (311   | ) |  | $ | (3,344 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $                                        | 0.06   |   |                            | $ | (0.08  | )               |  | $ | (0.07        | ) |  | $             | (0.06  | ) |                 | $ | (0.09  | )               |  | $ | 0.00         |   |  | $ | (0.01  | ) |  | $ | (0.06  | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|Weighted average shares                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                          | 54,269 |   |                            |   | 54,808 |                 |  |   | 53,757       |   |  |               | 53,591 |   |                 |   | 52,914 |                 |  |   | 53,058       |   |  |   | 52,677 |   |  |   | 52,442 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                 |  |   |              |   |  |               |        |   |                 |   |        |                 |  |   |              |   |  |   |        |   |  |   |        |  
|(1)    Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation
was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts in the lines above include stock
compensation as follows: | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                          |        |   |                            |   |        |                
|Cost of service revenue                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                                        | 180    |   |                            | $ | 144    |                 |  | $ | 181          |   |  | $             | 92     |   |                 | $ | 102    |                 |  | $ | 94           |   |  | $ | 154    |   |  | $ | 209    |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                          | 880    |   |                            |   | 462    |                 |  |   | 478          |   |  |               | 413    |   |                 |   | 377    |                 |  |   | 231          |   |  |   | 261    |   |  |   | 569    |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                          | 182    |   |                            |   | 123    |                 |  |   | 142          |   |  |               | 61     |   |                 |   | 85     |                 |  |   | 18           |   |  |   | (102   | ) |  |   | (37    | )
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                          | 395    |   |                            |   | 207    |                 |  |   | 206          |   |  |               | 198    |   |                 |   | 77     |                 |  |   | 55           |   |  |   | 103    |   |  |   | (64    | )



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|                                                    |  |                    |        |   |                    |   |        |                 |  |   |              |   |  |               |        |                 |  |                 |        |  |              |        |  |   |        |   |  |   |        |  
|--------------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | --------------- |  | - | ------------ | - |  | ------------- | ------ | --------------- |  | --------------- | ------ |  | ------------ | ------ |  | - | ------ | - |  | - | ------ | -
|                                                    |  | For the year ended |        |   | For the year ended |  
|                                                    |  | April 30,2006      |        |   | January 31,2006    |   |        | October 31,2005 |  |   | July 31,2005 |   |  | April 30,2005 |        | January 31,2005 |  | October 31,2004 |        |  | July 31,2004 |       
|                                                    |  | (In thousands)     |       
|                                                    |  |                    |        |   | As Restated        |   |        | As Restated     |  |   | As Restated  |   |  | As Restated   |        | As Restated     |  | As Restated     |        |  | As Restated  |       
|Consolidated Statements of Cash Flow Data:          |  |                    |        |   |                    |   |        |                 |  |   |              |   |  |               |        |                 |  |                 |        |  |              |        |  |   |        |   |  |   |        |  
|Net cash provided by (used in) operating activities |  | $                  | (1,573 | ) |                    | $ | 1,787  |                 |  | $ | 1,900        |   |  | $             | 604    |                 |  | $               | 2,543  |  | $            | 1,938  |  | $ | (1,469 | ) |  | $ | (1,651 | )
|Net cash provided by (used in) investing activities |  |                    | 43,448 |   |                    |   | 17,473 |                 |  |   | 12,142       |   |  |               | (4,565 | )               |  |                 | 26,874 |  |              | 37,350 |  |   | 49,441 |   |  |   | 9,073  |  
|Net cash provided by financing activities           |  |                    | 3,483  |   |                    |   | 1,582  |                 |  |   | 1,397        |   |  |               | 57     |                 |  |                 | 6,606  |  |              | 5,271  |  |   | 2,189  |   |  |   | 635    |  
|Effect of exchange rate changes on cash             |  |                    | (368   | ) |                    |   | (524   | )               |  |   | (524         | ) |  |               | (500   | )               |  |                 | 400    |  |              | 425    |  |   | (20    | ) |  |   | (50    | )



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ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information in this discussion contains forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended). Such statements are based upon current expectations that involve risks and uncertainties, and we undertake no obligation to publicly release any revisions to the forward-looking statements to reflect events or circumstances after the date
of this report. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as may, will, should, estimates,
predicts, potential, continue, strategy, believes, anticipates, plans, expects, intends, and similar expressions identify forward-looking
statements. Our actual results and the timing of certain events may differ materially from those reflected in or contemplated by the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited
to, those discussed in the Risk Factors section included in Item 1A in this Annual Report on Form 10-K. The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in
this Annual Report on Form 10-K. Our fiscal year ends on April 30 of each year.



Restatement of Financial Statements



Past Stock Option
Grant Activity



We delayed the filing of this
Form 10-K, pending completion of a previously announced voluntary independent investigation into our past stock option grant practices being conducted by a Special Committee of our Board of Directors.



On September 19, 2006, Agile announced that it had commenced a voluntary
review of stock option grant practices through a Special Committee of one independent director appointed by the Audit Committee of the Board, with the assistance of independent legal counsel. The review covered option grants made to all employees,
directors and non-employees during the period from the date of our initial public offering in August 1999 to July 2006, consisting of over 200 grant dates (representing over 3,000 individual option grants). The review included an extensive
examination of our stock option grant practices, accounting policies, accounting records, supporting documentation, and electronic data, including e-mail, as well as interviews with current and former employees and members of our Board. The Special
Committees review identified circumstances where the grant date used as the measurement date for accounting purposes preceded the appropriate measurement date, as defined under Generally Accepted Accounting Principles in the United
States (GAAP). The Special Committee determined that grants for which errors were found were primarily granted from August 1999 through October 2003.



For approximately two-thirds of the Companys historical option grant measurement dates, representing approximately 140
grant dates, the Special Committee found no evidence establishing that the original measurement date used for accounting purposes was inappropriate. On other grant dates, the Special Committee found that there was an insufficient basis to rely
on the Companys original stated grant date to support recorded measurement dates used to account for certain stock options, which were granted primarily from August 1999 through October 2003. Approximately 97% of the total in-the-money value
(market price on the actual measurement date minus exercise price) of the options found to have incorrect measurement dates was attributable to those options granted prior to April 30, 2002. In particular, with respect to such grants, the
Special Committee determined that one or more of the following situations existed: the Company had made grants by means of unanimous written consents of the Board or the Compensation Committee, wherein all the signatures of the members were not
received on the grant date specified in the consents; the Company made several company-wide grants pursuant to an approval of the Board or Compensation Committee or by the Companys chief executive officer under delegated authority from the
Board, but the list of grantees and number of options allocated to each grantee was not finalized as of the stated grant date; and during the period from August 1999 through October 2003, the Company followed a practice to set the grant date and
exercise price for option grants for new hires as of the date of hire or the date of approval by the CEO, and, for some of these grants, related



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documentation suggested that the option granting process involved the determination of a grant date that preceded the actual approval date. The Special
Committees inquiry also identified less frequent measurement date errors that we believe were not material, such as grants made to a small number of employees who had not formally commenced their employment as of the grant approval date.



To determine the correct measurement dates for these options
under applicable accounting principles, we followed the guidance in Accounting Principles Board Opinion No. 25 (APB No. 25), which deems the measurement date as the first date on which all of the following are
known: (1) the individual employee who is entitled to receive the option grant; (2) the number of options that an individual employee is entitled to receive; and (3) the options exercise price. In addition, the measurement
date cannot be earlier than the date on which the grant is approved. In instances where we determined we could not rely on the original grant date for an option, we determined corrected measurement dates based on our ability to establish or
confirm, in our reasonable judgment, whether through other documentation, consistent or established Company practice or processes, or credible circumstantial information, that all requirements for the proper granting of the option had been satisfied
under applicable accounting principles.



In addition to
accounting adjustments due to measurement date changes, the Company found accounting errors relating to: unintentional repricing of grants due to duplicate grant dates; grants to non-employees for which an incorrect amount of stock
compensation expense had been recognized; modifications of grants for which an incorrect amount of stock compensation expense had been recognized; and one grant of a discounted option for which no stock compensation expense had been recognized. The
accounting adjustments resulting from these errors represent less than 2% of the total cumulative adjustment to stock compensation expense.



We have determined that the total cumulative stock compensation expense resulting from the errors described above, was $69.6 million. In this Form
10-K, we recorded additional stock compensation expense of $1.2 million and $2.8 million for the years ended April 30, 2005 and 2004, respectively, and $65.6 million prior to fiscal 2004. There was no impact on revenue or net cash
provided by operating activities as a result of this additional stock compensation expense.



The cumulative effect of the restatement adjustments on our consolidated balance sheet at April 30, 2005 was an increase in additional paid-in capital, offset by a corresponding increase in the accumulated
deficit and deferred compensation, which results in no net effect on stockholders equity. The adjustments increased previously reported net loss per share by $0.02 and $0.06 for the years ended April 30, 2005 and 2004, respectively.



The restatement resulted in a cumulative increase to our gross
deferred tax assets of approximately $10.8 million as of April 30, 2005. However, in view of our history of operating losses, we have established a full valuation allowance on our deferred tax assets since inception. As a result, there is no
material impact to net tax expense relating to the additional stock compensation expense recorded by us. Additionally, there is no material impact on our consolidated financial statements arising from the impact of Section 409A of the Internal
Revenue Code (the Code) or the limitations on deduction of executive stock compensation expense in Section 162(m) of the Code.



The Special Committee completed its review consistent with its original scope and work plan, and found no evidence of any intention to deceive or impede
the Committees investigation or to destroy or alter documents. It noted that current management encouraged and fully cooperated in the review. The Special Committee found no evidence that any of the Companys current officers, including
its CEO, CFO, General Counsel, Senior Vice President of Human Resources or Vice President of Finance or its former CEO, engaged in any intentional mis-dating of options, self-dealing or manipulation of the Companys financial results. The
Special Committee also found that the evidence suggested an effort, in late 2003, by the then current management to improve and formalize the Companys option grant practices by putting in place processes that substantially eliminated the risk
of these issues recurring.



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Beginning in November 2003, the Companys practice for options granted by unanimous written consent
of the Compensation Committee is to utilize as a measurement price the closing price of the day on which consent has been received from all members of the Compensation Committee. As such, draft unanimous written consents are not
deemed dated until all members of the Compensation Committee have approved a proposed grant and written confirmation of that authorization has been received. Current practice for options granted by written consent of the CEO, under authority
delegated by the Board, is to make grants on Fridays only and utilize as a measurement date the closing price of the common stock on the Friday on which the grant was made. Additionally, along with records of all grants made by the CEO, records
are kept for all weeks in which no such grants are made.



The
following table sets forth the effect of the restatement for each of the applicable fiscal years (in thousands):



|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  
|------------------------------- |  | --------------------------------------- | ------- | - | -------------- | - | ------ | -------------- |  | - | ------------------------------ | - |  | -------------- | ------- | - | -------------- | - | ------ | -------------- |  | - | -------------- | - |  | ------- | - |  | ------ | -
|                                |  | Total cumulativeeffect at April 30,2005 |         |   | April 30, 2005 |   |        | April 30, 2004 |  |   | Cumulativeeffect at May 1,2003 |   |  | April 30, 2003 |         |   | April 30, 2002 |   |        | April 30, 2001 |  |   | April 30, 2000 |  
|Net loss, as reported           |  |                                         |         |   |                | $ | (7,194 | )              |  | $ | (24,095                        | ) |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  
|Additional compensation expense |  | $                                       | (69,635 | ) |                |   | (1,199 | )              |  |   | (2,842                         | ) |  | $              | (65,594 | ) |                | $ | (4,498 | )              |  | $ | (11,614        | ) |  | (47,062 | ) |  | (2,420 | )
|Tax effect                      |  |                                         |         |   |                |   |       |                |  |   |                               |   |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  
|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  
|Net loss, as restated           |  |                                         |         |   |                | $ | (8,393 | )              |  | $ | (26,937                        | ) |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  
|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |                |   |        |                |  |   |                |   |  |         |   |  |        |  



As part of our
restatement, we assessed generally whether there were other matters which should have been corrected in our previously issued financial statements. Accordingly, Agile made certain adjustments in this Form 10-K to our previously filed consolidated
statement of cash flows for fiscal year 2005, and the consolidated statements of cash flows included within our unaudited quarterly financial data for each of the quarters in fiscal 2005 and for the first three quarters of fiscal 2006. These
adjustments were primarily the result of errors in the calculation of the effect of exchange rate changes on cash balances, which principally resulted in reclassifications between cash provided by (used in) operating activities and the effect of
exchange rate changes on cash. These adjustments had no impact on the total change in cash and cash equivalents within the consolidated statements of cash flows, the consolidated statements of operations or the consolidated balance sheets for the
affected periods.



Prospective Impact of Section 409A



Because no holders of options with incorrect
measurement dates granted by the Company were involved in the selection, or were aware of such incorrect measurement dates at the time of grant, the Company may take certain actions to deal with the adverse tax consequences that may be incurred by
the holders of those options. The adverse tax consequences are that inadvertently discounted stock options, resulting from incorrect measurement dates, vesting after December 31, 2004 (409A Affected Options) subject the option
holder to a penalty tax under Section 409A of the Code (and, as applicable, similar penalty taxes under California and other state tax laws).



One such potential action by the Company is to offer to amend each 409A Affected Option to increase its exercise price to the market price on the actual
grant date or, if lower, the market price at the time of amendment. The amended options would not be subject to taxation under the Code. Under IRS regulations, such option amendments had to be completed by December 31, 2006 for anyone who was
an executive officer when he or she received the related 409A Affected Option; the amendments for non-officers cannot be offered until after this Form 10K is filed and do not need to be completed until December 31, 2007.



Another potential related action is to approve bonuses payable to holders of
the amended options to compensate them for the resulting increase in their option exercise price. The amount of these bonuses would be effectively repaid to the Company if and when the options are exercised and the increased exercise price is paid,
but there is no assurance that the options will be, in fact, exercised. Finally, the Company may compensate certain option holders who have already exercised 409A Affected Options for the additional taxes they incur under Section 409A of the
Code (and, as applicable, similar state tax laws).



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The Company presently estimates that the total cash payments needed to deal with the adverse tax
consequences of all 409A Affected Options is approximately $1.5 million, approximately $1.1 million of which is with respect to 409A Affected Options held by two present executive officers. The Company presently expects to pay at least approximately
$300,000 in bonuses to 15 employees, two of whom are senior vice presidents, but none of whom are executive officers of the Company, as compensation for such employees agreeing to increase the option exercise price for their 409A Affected Options.



Cost of Restatement and Legal Activities



The option grant practices review, and related restatement, and
investigation of our Taiwan sales office discussed below were time-consuming, required us to incur significant additional expenses, relating to legal, accounting, tax and other professional services in connection with these matters, estimated to be
approximately $4.0 million over the first three quarters of fiscal 2007, and required significant management attention and resources during that period. We expect to incur significant expenses of the same nature in the future in connection with the
review and restatement, which would adversely affect our results of operations and cash flows in the period incurred.



On December 5, 2006, a purported shareholder filed a derivative action in the Federal District Court for the Northern District of California, titled
Meek v. Stolle et al., No. C06-7343 RS. Subsequently, three additional derivative actions, with essentially the same allegations as the first, were filed in the same court. Each of the lawsuits is a shareholder derivative lawsuit, brought
purportedly on our behalf. Each complaint names as defendants certain directors and current and former officers. The complaints, when read together, allege that the individual defendants caused or allowed backdated stock options to be granted
from August 1999 through October 2003, in violation of the federal securities laws and their fiduciary duties to the company and its shareholders. No specific amounts of damages were alleged, although the complaints seek rescission of the options
alleged to be backdated and the recovery of profits from the defendants sales of company stock. It is expected that all of these derivative actions will be consolidated into one action.



In addition, in connection with the review of our stock option grant
practices, we have voluntarily continued to keep the SEC advised of the issues identified by the review, its progress and our conclusions. Although no formal inquiry has been made by the SEC or any other regulatory agency, we are unable to predict
whether any such formal inquiry will be initiated or the consequences, if any, that any such further inquiry by either agency may have on us. Any SEC or other regulatory agency inquiry could result in substantial legal and accounting expenses,
divert managements attention from other business concerns and harm our business. If the SEC or other regulatory agency were to commence legal action, it is possible that we could be required to pay significant penalties and/or fines and could
become subject to administrative orders. Any regulatory action could result in the filing of additional restatements of our prior financial statements or require that we take other actions.



Our senior management team and the Special Committee has devoted a
significant amount of time on matters relating to the review, our possible delisting from Nasdaq, regulatory inquiries, the restatement, our outstanding periodic reports, and related litigation, and may continue to devote substantial resources on
such matters. If our senior management is unable to devote a significant amount of time in the future to developing and attaining our strategic business initiatives and running ongoing business operations, there may be a material adverse effect on
our business, financial condition and results of operations.



Taiwan Sales
Office Investigation



In addition to the restatement
described above as a result of our review of our historical stock option grant practices, our consolidated financial statements included in this Form 10-K reflect adjustments to our financial information previously reported in our press release,
dated May 25, 2006, for the quarter and fiscal year ended April 30, 2006 (Press Release). The adjustments arose out of an investigation by our Audit Committee, as reported in our Form 8-K filed with the SEC on July 14,
2006, into certain transactions entered into by our Taiwan sales office. The investigation initially centered upon confirmation of the validity of a specific sale



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transaction. It was subsequently expanded to include a review of all material revenue transactions entered into by the Taiwan sales office during fiscal
years 2004 through 2006 and our relationship with, and transactions entered into with and by, a reseller in Taiwan. The investigation involved interviews with key employees, resellers and customers, and review of documentation and computer files,
including emails.



Upon the conclusion of this investigation we
determined that approximately $632,000 of revenue that we had previously announced, in the Press Release, as revenue recognized for the fourth quarter of fiscal 2006, would be more appropriately recognized during the first quarter of fiscal 2007.
Our consolidated financial statements included in this Form 10-K reflect that change and the $632,000 of revenue is included in the revenue for the first quarter of fiscal 2007 and reflected in our Quarterly Report of Form 10-Q for the first quarter
of fiscal 2007 being filed concurrently with this Form 10-K. We determined that recognizing this revenue in the first quarter of fiscal 2007 was more appropriate than in the fourth quarter of fiscal 2006, based primarily on certain information
uncovered during the investigation, but unknown to us at the time we first announced our results for the fourth quarter of fiscal 2006. This information includes (i) the fact that the reseller entity through which the sale occurred was
partially owned by individuals who were, or who were related to, employees of our Taiwan sales office, and (ii) statements made during interviews of representatives of the end-user created uncertainty as to whether the end user placed the order
for the software with the reseller during the fourth quarter of fiscal 2006 or the first quarter of fiscal 2007. Thus, although at the time we announced our preliminary financial results for the fourth quarter of fiscal 2006, we had evidence of
sell-through from the reseller to the end-user consistent with our revenue recognition policy, upon receipt of this additional information we deferred recognizing this revenue until June 2006, when additional evidence of sell-through from the
reseller to the end user was received. As a result of the investigation, the Companys management identified and reported to our Audit Committee and independent registered public accounting firm material weaknesses in the Companys
internal control over financial reporting as of April 30, 2006, as discussed in Item 9A of this Form 10-K.



We discovered no evidence that any employee of the Company outside of the Taiwan sales office was involved in the matters that were the subject of the
investigation, or that events similar to those under investigation had occurred in our operations outside Taiwan.



Business Overview



We develop and sell an integrated suite of product lifecycle management (PLM) software products and offer related business consulting and
implementation services. Substantially all of our revenues are derived from the license of software products under software license agreements and from the delivery of associated professional and maintenance services. Our solutions enable our
customers to accelerate their products time-to-market, reduce costs, improve product quality, manage regulatory compliance and drive innovation throughout the product lifecycle.



We believe that understanding the following key developments is helpful to an understanding of our operating results for
fiscal 2006.



Increased Product Breadth



Over time, we have been able to expand the capability and functionality of
our solutions and expand into additional vertical markets. Our initial offering consisted of a single product focused on the electronics and high technology vertical market. Over time, we have added new products and features and functionality to our
existing products, both through internal development and acquisition, and expanded into additional vertical markets. With our acquisitions, we increased our program planning and execution capabilities, expanded our focus on additional vertical
markets, such as the automotive supply chain, aerospace and defense, and industrial machinery markets, acquired direct materials cost and performance management technology to fill out the Agile Product Cost Management solution, and acquired
collaborative visualization software that has become an increasingly important solution in the PLM market. We currently focus on providing PLM solutions to companies in the electronics and high technology, life sciences, consumer packaged goods,
automotive, aerospace and defense,



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industrial products and other industries. Our Agile 9 suite of products, including the recently released Agile 9.2, is our most comprehensive PLM product
offering to date, and provides extensive new features and capabilities, as well as an enterprise technology platform providing customers a broader, deeper PLM solution. Agile e6 is focused on organizing and managing product design assets to support
globally distributed engineering teams in the automotive, aerospace and defense, and industrial product industries. Agile Advantage is designed to provide the benefits important to small and medium sized enterprises. Cimmetry product is focused on
enabling the use of two-dimensional and three-dimensional mechanical CAD and electronic CAD and design automation information across the extended enterprise.



Expanded Industry Focus



Our strategy is industry-focused with product capabilities tailored to the requirements of our target industries. We were initially focused on solutions
targeted principally for customers operating in the electronics and high technology and, to a lesser extent, medical device industries. As we have grown our business and expanded our product suite, we have also expanded our industry focus, including
into the automotive supply chain, aerospace and defense, and industrial product markets. In June 2006, we acquired Prodika, a premier provider of collaborative PLM solutions for consumer packaged goods. With this acquisition, we continue to execute
on our strategy of differentiation and market leadership through industry verticals. We believe that consumer packaged goods is one of the largest untapped PLM markets, with little penetration by packaged PLM solutions. While the electronics and
high technology industry still represents the single largest industry for us, we now have significant customers in all of the following industries:



| |  |  | Electronics and High Technology;
| | - |  | --------------------------------



| |  |  | Life Sciences;
| | - |  | --------------



| |  |  | Consumer Packaged Goods;
| | - |  | ------------------------



| |  |  | Automotive;
| | - |  | -----------



| |  |  | Aerospace and Defense; and
| | - |  | --------------------------



| |  |  | Industrial Products.
| | - |  | --------------------



Acquisitions



Our strategy has been, and continues to be, to expand our business both organically and through acquisitions of complementary products, technologies and
companies. We have recently made the following acquisitions:



| |  |  | Eigner US Inc. (Eigner), acquired in August 2003;
| | - |  | ---------------------------------------------------



| |  |  | TRADEC, Inc. (TRADEC), acquired in September 2003;
| | - |  | ----------------------------------------------------



| |  |  | Cimmetry Systems, Inc. (Cimmetry),acquired in February 2005; and
| | - |  | ------------------------------------------------------------------



| |  |  | Prodika, Inc. (Prodika),acquired in June 2006.
| | - |  | ------------------------------------------------



Through the acquisition of Eigner we acquired what is now our Product Catalog, Requirements Management, Configuration
Management, Engineering Collaboration and Maintenance, Repair and Overhaul products. Eigner also provided us with a stronger presence in the automotive supply chain, industrial equipment, aerospace and defense industries, as well as in certain
geographic markets, such as the Central European region. Through the acquisition of TRADEC, we acquired additional functionality to our existing products, as well as new customers. Through the acquisition of Cimmetry, we acquired visual
collaboration software that has become an increasingly important element of PLM solutions. Through the acquisition of Prodika, we have acquired product lifecycle management solutions for the consumer packaged goods industry, particularly the food
and beverage sector.



The results of all of these acquisitions
are included in our statements of operations, beginning as of the respective acquisition date. Consequently, our consolidated results of operations for fiscal 2004 includes the revenues and expenses related to Eigner for the eight months following
its acquisition and the revenues and expenses for TRADEC for the seven months following its acquisition. For fiscal 2005, our consolidated results of



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operations include the full year of revenues and expenses for Eigner and TRADEC, and approximately three months of revenues and expenses associated with
Cimmetry. Fiscal 2006 includes a full year of the associated revenues and expenses for all three of these companies.



Restructurings



We have taken a number of actions to reduce our expenses to better align our operations and cost structure with current and anticipated market conditions,
as follows:



| |  |  | In fiscal 2003, we evaluated economic conditions and initiated a restructuring of our operations. During the second quarter of fiscal 2003, we recorded a
restructuring charge of $5.2 million, primarily related to the consolidation of excess facilities and the abandonment of excess property and equipment;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the second quarter of fiscal 2004, in connection with our move to our new headquarters in San Jose, California, we recorded a restructuring charge of $7.5
million, primarily related to our outstanding lease commitments for properties that we vacated in September 2003 and the abandonment of certain long-lived assets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the second quarter of fiscal 2004, in connection with our acquisition of Eigner, we recorded an additional restructuring charge of $1.2 million, primarily
related to a reduction of 33 employees to eliminate duplicative activities and reduce the cost structure of the combined company;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the first quarter of fiscal 2005, we terminated approximately 15% of our worldwide workforce and consolidated our China-based development centers into a
single location. In connection with these actions, we recorded a restructuring charge of $2.1 million; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the third and fourth quarters of fiscal 2006, we terminated 40 employees and consolidated excess facilities in Massachusetts and the United Kingdom. In
connection with these actions, we incurred a restructuring charge of $2.4 million.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The significant activity within and components of the restructuring charges as of April 30, 2006, 2005 and 2004 are as follows (in thousands):



|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|----------------------------------------------- |  | ------------------------ | ------ | - | ---------------------- | - | ------ | --------------------- |  | - | ------------ | - |  | ----- | ---- | - |  | - | ------ | -
|                                                |  | EmployeeTerminationCosts |        |   | Facility-Related Costs |   |        | AssetAbandonmentCosts |  |   | OtherCharges |   |  | Total |     
|Restructuring obligations at May 1, 2003        |  | $                        |       |   |                        | $ | 4,251  |                       |  | $ |             |   |  | $     |     |   |  | $ | 4,251  |  
|2004 Restructuring charges                      |  |                          | 1,092  |   |                        |   | 5,485  |                       |  |   | 2,001        |   |  |       | 152  |   |  |   | 8,730  |  
|Cash payments                                   |  |                          | (1,092 | ) |                        |   | (3,731 | )                     |  |   |             |   |  |       |     |   |  |   | (4,823 | )
|Non-cash charges                                |  |                          |       |   |                        |   | 581    |                       |  |   | (2,001       | ) |  |       | (152 | ) |  |   | (1,572 | )
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2004     |  | $                        |       |   |                        | $ | 6,586  |                       |  | $ |             |   |  | $     |     |   |  | $ | 6,586  |  
|2005 Restructuring charges                      |  |                          | 1,643  |   |                        |   | 366    |                       |  |   | 10           |   |  |       | 113  |   |  |   | 2,132  |  
|Cash payments                                   |  |                          | (1,132 | ) |                        |   | (4,838 | )                     |  |   |             |   |  |       | (84  | ) |  |   | (6,054 | )
|Non-cash charges                                |  |                          | (91    | ) |                        |   | 91     |                       |  |   | (10          | ) |  |       | (29  | ) |  |   | (39    | )
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2005     |  | $                        | 420    |   |                        | $ | 2,205  |                       |  | $ |             |   |  | $     |     |   |  | $ | 2,625  |  
|2006 Restructuring charges                      |  |                          | 2,060  |   |                        |   | 241    |                       |  |   | 84           |   |  |       |     |   |  |   | 2,385  |  
|Cash payments                                   |  |                          | (951   | ) |                        |   | (1,702 | )                     |  |   |             |   |  |       |     |   |  |   | (2,653 | )
|Non-cash charges                                |  |                          |       |   |                        |   |       |                       |  |   | (84          | ) |  |       |     |   |  |   | (84    | )
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2006 (1) |  | $                        | 1,529  |   |                        | $ | 744    |                       |  | $ |             |   |  | $     |     |   |  | $ | 2,273  |  
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|Accrued restructuringcurrent                   |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  | $ | 2,067  |  
|Accrued restructuringnon current               |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   | 206    |  
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  | $ | 2,273  |  
|                                                |  |                          |        |   |                        |   |        |                       |  |   |              |   |  |       |      |   |  |   |        |  

---

|(1) |  | The remaining employee termination and facility-related obligations are expected to be paid through the quarter ending October 31, 2007.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



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Overview of Our Fiscal 2006 Financial Results



We derive revenues from the license of software products under software license agreements and from the delivery of
associated professional and maintenance services. Our license revenue is comprised of fees charged for the use of our products licensed under perpetual arrangements. Our service revenue is comprised of fees charged for implementation services and
fees charged for post-contract customer support (i.e., technical support and product updates). Our implementation services are typically provided over a period of three to six months subsequent to the signing of a software license arrangement.
Post-contract customer support, or maintenance, is generally purchased at the time of initial license purchase, and renewed annually thereafter. Post-contract customer support revenue is recognized ratably over the support period, generally 12
months.



Our year-over-year revenues increased due to full
inclusion of Cimmetrys operating results in our fiscal 2006 financial statements as a result of the acquisition of Cimmetry in late fiscal 2005, as well as the increase in our service revenue from North America. Additionally, we were able to
achieve the following results in fiscal 2006:



| |  |  | We maintained a cash and investments balance as of April 30, 2006 of $203.3 million, which represents an increase of $4.9 million compared to the balance as of
the end of the prior fiscal year. Additionally, although we had negative operating cash flows for fiscal 2006 of $1.6 million, our uses of cash included the payment of $2.7 million of employee withholding taxes in our third quarter of fiscal 2006 in
connection with the exercise of certain employee stock options, against which we withheld shares of our common stock with a market value of $2.7 million (see Note 12Employee Benefit Plans).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We recorded fiscal 2006 total revenues of $132.1 million, which represents a historic high for us and a 13% increase from total revenues of $117.0 million in the
prior fiscal year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our license revenue for fiscal 2006 was $50.1 million, a 8% increase from license revenue of $46.4 million in the prior fiscal period year. This represents a
decrease of $632,000 to the license revenue reported in our press release dated May 25, 2006, as a result of conclusions reached in our investigation of our Taiwan sales office referenced above.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We released Agile 9.2 in December 2005 and its localized version in additional languages during April 2006. Agile 9.2 is our most up-to-date and comprehensive
offering of a PLM product.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Due principally
to the amortization of the intangible assets acquired in the Prodika and Cimmetry acquisitions and the adoption of SFAS No. 123R effective in our first quarter of fiscal 2006, we will likely not be profitable on a GAAP basis for the foreseeable
future. In addition, we have incurred significant additional expenses, relating to legal, accounting, tax and other professional services in connection with the review of our stock option grant practices and the investigation of our Taiwan sales
office in the first three quarters of fiscal 2007. We may incur significant expenses of the same nature through the remainder of fiscal 2007 in connection with these matters, which may adversely affect our results of operations and cash flows.
Achieving and sustaining profitable results will depend upon a combination of careful expense management coupled with higher revenue levels. Many of our expenses are relatively fixed in the short term, and there can be no assurance that we will be
able to maintain expenses at target levels, or that our revenues will increase. As a result, there can be no assurance that we will achieve or maintain profitable operations in the future.



Use of Estimates and Critical Accounting Policies



We have prepared our condensed consolidated financial statements in
accordance with accounting principals generally accepted in the United States of America. In preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on our reported revenues, loss from
operations, and net loss, as well as on the value of certain assets and liabilities on our balance sheet. These estimates, assumptions and judgments about future events and their effects on our results cannot be determined with certainty, and are
made based upon our historical experience and on other assumptions that are believed to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced
with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. The discussion and analysis of our financial



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condition and results of operations are based upon these statements. While there are a number of accounting policies, methods and estimates affecting our
financial statements, areas that are particularly significant include revenue recognition, allowance for doubtful accounts and sales returns, stock compensation, and business combinations and acquired intangible assets, which are described below. In
addition, please refer to Note 1 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of our significant accounting policies.



We adopted Statement of Financial Accounting Standards (SFAS)
No. 123 (revised 2004), Share-Based Payments, effective May 1, 2005. SFAS 123R is a new and very complex accounting standard, the application of which requires significant judgment and the use of estimates,
particularly surrounding Black-Scholes assumptions such as stock price volatility and expected option lives, as well as expected option forfeiture rates, to value equity-based compensation. Refer to Note 12Employee Benefit Plans of our
consolidated financial statements for more discussion of our adoption of SFAS 123R.



Revenue Recognition



We recognize our
software license revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9 Software Revenue Recognition with Respect to Certain Arrangements. We
recognize license revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, the fee is fixed or determinable, collection of the related receivables is probable, delivery of the product has occurred and the
customer has accepted the product (including the expiration of any acceptance period set forth in the contract), if the terms of the contract include an acceptance requirement. In general, collectibility for certain regions, including Taiwan, is not
considered probable until collection of the associated receivable has occurred. With respect to sales to original equipment manufacturers (OEMs) and value-added resellers (VARs), delivery is considered to have occurred based
on sell-through by the OEMs and VARs.



We consider a
non-cancelable agreement signed by the customer and us to be evidence of an arrangement. We consider the fee to be fixed or determinable if the fee is not subject to refund or adjustment. To date, none of our arrangements with our customers grant a
right of refund or adjustment to the customer. Reasonable assurance of collection is based upon our assessment of the customers financial condition through review of their current financial statements or credit reports. For follow-on sales to
existing customers, prior payment history is also used to evaluate probability of collection. If we determine that collection is not reasonably assured, we defer the revenue and recognize the revenue upon cash collection. Delivery is considered to
occur when media containing the licensed programs is provided to a common carrier, or the customer is given electronic access to the licensed software. Our typical end user license agreements do not contain acceptance clauses.



In the event that we grant a customer the right to specified upgrades and
vendor-specific objective evidence (VSOE) of fair value exists for such upgrades, we defer license revenue in an amount equal to this fair value until we have delivered the specified upgrade (or until VSOE of fair value is established,
if earlier). If VSOE of fair value does not exist, then we defer recognition of the entire license fee until we deliver the specified upgrade. If professional services are essential to the functionality of the other elements of the arrangement, we
defer recognition of revenue until we have satisfied our professional services obligations.



When our software licenses contain multiple elements, we allocate revenue to each element based on the relative fair values of the elements. Multiple-element arrangements generally include post-contract support (PCS
or maintenance), software products, and in some cases, other professional services. Revenue from multiple-element arrangements is allocated to undelivered elements of the arrangement, such as PCS, based on the relative fair values of the elements
specific to us, and we must analyze each license arrangement carefully to ensure that all of the individual elements have been identified, along with the fair value of each element. Our determination of fair value of each element in multiple-element
arrangements is based on VSOE, which is determined by sales of the individual element to third parties or by reference to a renewal rate specified in the related arrangement.



Where VSOE of fair-value exists for all undelivered elements, but evidence does not exist for one or more delivered
elements, we account for the delivered elements in accordance with the Residual Method prescribed by



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SOP 98-9. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is
recognized as revenue. In most cases, the bundled multiple elements include PCS and the software product. In such cases, when VSOE of fair value exists for all of the undelivered elements (most commonly PCS), the residual or remaining amount is
recognized as revenue and the undelivered elements are recognized when they were delivered or rendered. PCS is recognized ratably over the PCS term, which is typically 12 months.



Revenues from professional services consist of implementation services and training. Training revenues are recognized as the
services are performed. Professional services are not considered essential to the functionality of the other elements of the arrangement and are accounted for as a separate element. Professional services are recognized as the services are performed
for time and materials contracts or upon achievement of milestones on fixed-price contracts. A provision for estimated losses on fixed-price professional services contracts is recognized in the period in which the loss becomes probable and can be
reasonably estimated.



Contract accounting is generally
utilized for contracts: (1) where services include significant software modifications, developments, or customization; (2) that include milestones or customer specific acceptance criteria that may affect collection of the software license
fees; or (3) where significant consulting services are provided for in the software license contract without additional charge or are substantially discounted. In such instances, the entire arrangement fee, including both software licenses and
services, is accounted for in accordance with SOP, 81-1, Accounting for Performance of Construction Type and Certain Production Type Contracts, whereby license and consulting services revenue is recognized, generally using the
percentage-of-completion method measured on labor hours. The percentage-of-completion for each contract is determined based on the ratio of direct labor hours incurred to total estimated direct labor hours. Amounts billed in advance of services
being performed or licenses being accepted are recorded as deferred revenue. Adjustments to cost and labor estimates are made in the periods in which the facts requiring such revisions become known. Estimated losses, if any, are recorded in the
period in which current estimates of total contract revenue and contract costs indicate a loss.



Customers typically prepay maintenance fees for the first 12 months and the related maintenance revenues are recognized ratably monthly over the term of
the maintenance contract. Maintenance contracts include the right to unspecified upgrades on a when-and-if available basis, and ongoing support.



Deferred revenues include amounts received from customers for which revenue has not yet been recognized that generally results from deferred maintenance,
consulting or training services not yet rendered and license revenue deferred until all requirements under SOP 97-2 or SOP 81-1, as appropriate, are met. Deferred revenue is recognized upon delivery of our products, as services are rendered, or as
other requirements requiring deferral under SOP 97-2 or SOP 81-1 are satisfied.



Allowance for Doubtful Accounts and Sales Returns



We maintain an allowance for doubtful accounts to reduce amounts to their estimated realizable value. A considerable amount of judgment is required when we assess the realization of accounts receivables, including
assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional allowance for
doubtful accounts may be required. We initially record an allowance for doubtful accounts based on our historical experience, and then adjust this allowance at the end of each reporting period based on a detailed assessment of our accounts
receivable and allowance for doubtful accounts. In estimating the allowance for doubtful accounts, we consider: (i) the aging of the accounts receivable; (ii) trends within and ratios involving the age of the accounts receivable;
(iii) the customer mix in each of the aging categories and the nature of the receivable, such as whether it derives from license, professional services or maintenance revenue; (iv) our historical allowance for doubtful accounts;
(v) the credit-worthiness of the customer; and (vi) the economic conditions of the customers industry as well as general economic conditions, among other factors.



Should any of these factors change, the estimates that we make may also change, which could impact our future allowance for
doubtful accounts. For example, if the financial condition of our customers were to deteriorate, affecting their ability to make payments, an additional allowance for doubtful accounts could be required.



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Our license agreements do not offer our customers the unilateral right to terminate or cancel the
contract and receive a cash refund. However, we provide for sales returns through an allowance that is based upon estimates of potential future credits related to current period revenues. We analyze historical credits, current economic trends,
average deal size, changes in customer demand and acceptance of our products when evaluating the adequacy of the sales returns reserve. Revenue for the period is adjusted to reflect the allowance of our reserve for sales returns.



Stock Options



We adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based
Payments, as interpreted by SEC Staff Accounting Bulletin (SAB) No. 107, effective May 1, 2005. SFAS 123R requires the recognition of the fair value of stock compensation in net income (loss). We recognize the
stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. All of our stock compensation is accounted for as an equity instrument. Prior to May 1, 2005, we followed
Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for our stock compensation.



We elected the modified prospective method in adopting SFAS 123R. Under this
method, the provisions of SFAS 123R apply to all awards granted or modified after the date of adoption. The unrecognized expense of awards not yet vested at the date of adoption is recognized in net income (loss) in the periods after the date of
adoption, using the same valuation method (i.e. Black-Scholes) and assumptions determined under the original provisions of SFAS 123, Accounting for Stock-Based Compensation, as disclosed in our previous filings. The
cumulative effect of the change in accounting principle from APB 25 to SFAS 123R was not material. Additionally, our unearned stock compensation balance of $10.1 million as of April 30, 2005, which was accounted for under APB 25, was
reclassified into our additional paid-in-capital upon the adoption of SFAS 123R on May 1, 2005.



We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted after the adoption of SFAS 123R, with the
following weighted-average assumptions (fiscal 2005 and 2004 assumptions were utilized for the purpose of calculating the pro forma information under SFAS 123):



|                                |  |                             |   |  |                             |   |  |      |   |  |      |   |  |      |   |  |      |  
|------------------------------- |  | --------------------------- | - |  | --------------------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                                |  | Stock Option Plans          |   |  | Stock Purchase Plan         |  
|                                |  | Fiscal Year Ended April 30, |   |  | Fiscal Year Ended April 30, |  
|                                |  | 2006                        |   |  | 2005                        |   |  | 2004 |   |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Dividend yield                  |  |                            |   |  |                            |   |  |     |   |  |     |   |  |     |   |  |     |  
|Expected volatility             |  | 60                          | % |  | 64                          | % |  | 54   | % |  | 34   | % |  | 41   | % |  | 48   | %
|Average risk-free interest rate |  | 4.40                        | % |  | 3.69                        | % |  | 3.79 | % |  | 4.00 | % |  | 2.35 | % |  | 1.21 | %
|Expected life (in years)        |  | 5                           |   |  | 5                           |   |  | 5    |   |  | 0.5  |   |  | 0.5  |   |  | 0.5  |  



The dividend yield of
zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is based on the combination of historical volatility of our common stock over the period commensurate with the
expected life of the options and the mean historical implied volatility from traded options on our common stock with a term of 180 days or greater measured over one year. The risk-free interest rate is derived from the average U.S. Treasury Strips
rate during the period, which approximates the rate in effect at the time of grant. The expected life calculation is based on the observed and expected time to post-vesting exercise and forfeitures of option by our employees.



Based on our historical experience of pre-vesting option cancellations, we
have assumed an annualized forfeiture rate of 15% for our options. Under the true-up provisions of SFAS 123R, we will record additional expense if the actual forfeiture rate is lower than we estimated, and will record a recovery of prior expense if
the actual forfeiture is higher than we estimated.



Stock
compensation expense under SFAS 123R starting on May 1, 2005, and under APB 25 or SFAS 123 (pro forma disclosure) for the prior periods, were recognized using the accelerated method in accordance with Financial Accounting Standard Board
(FASB) Interpretation (FIN) No. 28.



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In connection with our restatement of stock compensation expense for periods prior to fiscal 2006, we
applied significant judgment in choosing whether to revise measurement dates for prior option grants, and in choosing the methodology for applying these revised measurement dates. See the Explanatory Note immediately preceding
Item 1 of Part I of this Form 10-K for further information.



Business Combinations and Acquired Intangible Assets



We account for our purchases of acquired companies in accordance with SFAS No. 141, Business Combinations, and account for the related acquired intangible assets in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets. In accordance with SFAS No. 141, we allocate the cost of the acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the
remaining amount being classified as goodwill. Certain intangible assets, such as developed technologies, are amortized to expense over time, while in-process research and development costs (IPR&D), if any, are
immediately expensed in the period the acquisition is completed. Identifiable intangible assets are currently amortized over one to five years using the straight-line method.



The majority of entities we acquire do not have significant tangible assets and, as a result, a significant portion of the
purchase price is typically allocated to intangible assets and goodwill. Our future operating performance will be impacted by the future amortization of intangible assets, potential charges related to IPR&D for future acquisitions, and potential
impairment charges related to goodwill. Accordingly, the allocation of the purchase price to intangible assets and goodwill has a significant impact on our future operating results. The allocation of the purchase price of the acquired companies to
intangible assets and goodwill requires us to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate for these cash flows. Should
different conditions prevail or these estimates or assumptions prove wrong, material write-downs of intangible assets and/or goodwill could occur.



Under SFAS No. 142, goodwill is no longer subject to amortization. Rather, we evaluate goodwill for impairment at least annually or more frequently
if events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying value, including goodwill, to the fair value
of the reporting unit. The fair values of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies data. If the carrying amount of the
reporting unit exceeds its fair value, goodwill is considered impaired and we then compare the implied fair value of the goodwill to its carrying amount to determine the impairment loss, if any. Annual goodwill impairment testing will be
performed, at a minimum, during the fourth quarter of each fiscal year.



Accounting for income taxes



As part of
the process of preparing our consolidated financial statements, we are required to estimate our income tax expense in each of the jurisdictions in which we operate. This process requires us to estimate our actual current tax exposure and assess
temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.
We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations.



Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation
allowance recorded against our net deferred tax assets. We have recorded a valuation allowance for the entire portion of the net operating losses related to the income tax benefits arising from the exercise of employees stock options. In the
event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to adjust our valuation allowance as well.



Our accounting for income taxes also requires us to exercise judgment for issues relating to known matters under discussion with tax authorities and
transactions yet to be settled. As a result, we maintain a tax liability for



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contingencies and regularly assess the adequacy of this tax liability. We record liabilities for known tax contingencies when, in our judgment, it is
probable that a liability has been incurred. It is reasonably possible that actual amounts payable resulting from audits by tax authorities could be materially different from the liabilities we have recorded due to the complex nature of the tax
legislation that affects us.



Results of Operations



The following table sets forth selected consolidated financial data for the
periods indicated, expressed as a percentage of total revenues.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------------------------- | -- | ----------- | --- | -- | ----------- | --- | --
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      | Fiscal Year Ended April 30, |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2006 |                             |    | 2005        |     |    | 2004        |    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    | As Restated |     |    | As Restated |    
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                             |    |             |     |    |             |     |   
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |      | 38                          | %  |             | 40  | %  |             | 38  | % 
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |      | 62                          |    |             | 60  |    |             | 62  |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      | 100                         |    |             | 100 |    |             | 100 |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Cost of revenues (2):                                                                                                                                                                                                                                                                                                                                                                                                                                            |      |                             |    |             |     |    |             |     |   
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |      | 3                           |    |             | 4   |    |             | 4   |   
|Service (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |      | 32                          |    |             | 29  |    |             | 31  |   
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |      |                            |    |             |    |    |             | 1   |   
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |      | 2                           |    |             | 1   |    |             | 1   |   
|Impairment of prepaid software licenses                                                                                                                                                                                                                                                                                                                                                                                                                          |      |                            |    |             |    |    |             |    |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Total cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                           |      | 37                          |    |             | 34  |    |             | 37  |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     |      | 63                          |    |             | 66  |    |             | 63  |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Operating expenses (2):                                                                                                                                                                                                                                                                                                                                                                                                                                          |      |                             |    |             |     |    |             |     |   
|Sales and marketing (1)                                                                                                                                                                                                                                                                                                                                                                                                                                          |      | 38                          |    |             | 41  |    |             | 42  |   
|Research and development (1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |      | 26                          |    |             | 20  |    |             | 25  |   
|General and administrative (1)                                                                                                                                                                                                                                                                                                                                                                                                                                   |      | 10                          |    |             | 10  |    |             | 12  |   
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |      | 1                           |    |             |    |    |             | 1   |   
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |      | 2                           |    |             | 2   |    |             | 2   |   
|Acquired in-process research and development                                                                                                                                                                                                                                                                                                                                                                                                                     |      |                            |    |             | 1   |    |             | 1   |   
|Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                            |      | 2                           |    |             | 2   |    |             | 9   |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                         |      | 79                          |    |             | 76  |    |             | 92  |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Loss from operations                                                                                                                                                                                                                                                                                                                                                                                                                                             |      | (16                         | )  |             | (10 | )  |             | (29 | ) 
|Other income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                          |      |                             |    |             |     |    |             |     |   
|Interest and other income, net                                                                                                                                                                                                                                                                                                                                                                                                                                   |      | 4                           |    |             | 3   |    |             | 3   |   
|Loss from foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                           |      |                            |    |             |    |    |             | (1  | ) 
|Gain on sale of investment                                                                                                                                                                                                                                                                                                                                                                                                                                       |      | 5                           |    |             |    |    |             |    |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Loss before provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                           |      | (7                          | )  |             | (7  | )  |             | (27 | ) 
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       |      |                            |    |             | 1   |    |             | 1   |   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                         |      | (7                          | )% |             | (8  | )% |             | (28 | )%
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |      |                             |    |             |     |    |             |     |   
|(1)    Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation
was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts in the lines above include stock
compensation as follows: |     
|Cost of service revenue                                                                                                                                                                                                                                                                                                                                                                                                                                          |      |                            | %  |             |    | %  |             | 1   | % 
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                                                                              |      | 2                           |    |             | 1   |    |             | 3   |   
|Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                         |      |                            |    |             |    |    |             | 1   |   
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                       |      | 1                           |    |             |    |    |             | 3   |   



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Comparison of Fiscal Years Ended April 30, 2006, 2005 and 2004



Revenues



Total revenues increased by 13% from fiscal 2005 to fiscal 2006. This increase was primarily attributable to the full
inclusion of Cimmetrys fiscal 2006 operating results as a result of the acquisition, as well as the increase in our service revenue from North America.



Total revenues increased by 21% from fiscal 2004 to fiscal 2005. This increase was primarily attributable to increases in both license and service revenue
from both existing and new customers in North America and, to a lesser extent, an increase in our revenue from Europe.



Our quarterly operating results have varied significantly in the past and are likely to vary significantly in the future. Our products have an
unpredictable sales cycle. The timing of large orders, which can account for a significant percentage of our total license revenue, remains unpredictable as a result of the overall economic conditions and cautious capital spending by businesses.
During fiscal 2006, 2005, and 2004, no one customer accounted for 10% or more of total revenues.



Our revenues by geographic region for fiscal 2006, 2005 and 2004 are as follows:



|               |  |                                    |         |          |     |    |             |   |         |  |     |             |  |   |       
|-------------- |  | ---------------------------------- | ------- | -------- | --- | -- | ----------- | - | ------- |  | --- | ----------- |  | - | ------
|               |  | Fiscal 2006                        |         | % Change |     |    | Fiscal 2005 |   | %Change |  |     | Fiscal 2004
|               |  | (in thousands, except percentages)
|North America  |  | $                                  | 94,186  |          | 17  | %  |             | $ | 80,380  |  | 33  | %           |  | $ | 60,327
|Europe         |  |                                    | 31,392  |          | 7   | %  |             |   | 29,388  |  | 22  | %           |  |   | 24,167
|Asia-Pacific   |  |                                    | 6,491   |          | (10 | )% |             |   | 7,219   |  | (39 | )%          |  |   | 11,811
|               |  |                                    |         |          |     |    |             |   |         |  |     |             |  |   |       
|Total revenues |  | $                                  | 132,069 |          | 13  | %  |             | $ | 116,987 |  | 21  | %           |  | $ | 96,305
|               |  |                                    |         |          |     |    |             |   |         |  |     |             |  |   |       



During fiscal 2006,
2005, and 2004, revenues from customers located outside of North America were approximately 29%, 31% and 37% of total revenues, respectively. Revenues from customers located outside of North America were derived primarily from sales to customers in
Europe and, to a lesser extent, the Asia-Pacific region. The slight increase in sales to customers located outside of North America during fiscal 2006 was primarily related to increases in both license and service revenue from Europe. The increase
in sales to customers located outside of North America during fiscal 2005 was primarily related to our acquisition of Eigner, whose customer base was largely located in Europe, as well as the benefit derived from the strengthening of the Euro
compared to the US dollar during fiscal 2005. Sales to customers located in Asia-Pacific decreased in fiscal 2005, and again slightly in fiscal 2006, primarily related to weak sales in Japan.



License Revenue



The following table sets forth a summary of our license revenue in absolute dollars and expressed as a percentage of total
revenues for fiscal 2006, 2005 and 2004.



|                                  |                                    |             |        |   |         |   |   |             |   |        |         |  |    |             |  |   |        |  
|--------------------------------- | ---------------------------------- | ----------- | ------ | - | ------- | - | - | ----------- | - | ------ | ------- |  | -- | ----------- |  | - | ------ | -
|                                  |                                    | Fiscal 2006 |        |   | %Change |   |   | Fiscal 2005 |   |        | %Change |  |    | Fiscal 2004 | 
|                                  | (in thousands, except percentages) |            
|License revenue                   |                                    | $           | 50,057 |   |         | 8 | % |             | $ | 46,406 |         |  | 28 | %           |  | $ | 36,293 |  
|As a percentage of total revenues |                                    |             | 38     | % |         |   |   |             |   | 40     | %       |  |    |             |  |   | 38     | %



The increase in
license revenue in absolute dollars from fiscal 2005 to 2006 was primarily due to the full inclusion of Cimmetrys fiscal 2006 operating results as a result of the acquisition. The decrease in license revenue as a percentage of total revenues
during fiscal 2006 was due to a more significant increase in service revenue than in license revenue.



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The increase in license revenue in absolute dollars from fiscal 2004 to 2005 was primarily due to
increases in sales of newer products to new and existing customers in North America of $11.7 million, slightly offset by the decrease in international sales, in particular sales to customers in Japan. The increase in license revenue as a percentage
of total revenues during fiscal 2005 was due to a more significant increase in license revenue than in service revenue.



Service Revenue



The following table sets forth a summary of our service revenue in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005
and 2004.



|                                  |  |                                    |        |   |          |    |   |             |   |        |          |  |    |             |  |   |        |  
|--------------------------------- |  | ---------------------------------- | ------ | - | -------- | -- | - | ----------- | - | ------ | -------- |  | -- | ----------- |  | - | ------ | -
|                                  |  | Fiscal 2006                        |        |   | % Change |    |   | Fiscal 2005 |   |        | % Change |  |    | Fiscal 2004 | 
|                                  |  | (in thousands, except percentages) |       
|Professional Service              |  | $                                  | 30,048 |   |          | 11 | % |             | $ | 26,999 |          |  | 26 | %           |  | $ | 21,481 |  
|Maintenance                       |  |                                    | 51,964 |   |          | 19 | % |             |   | 43,582 |          |  | 13 | %           |  |   | 38,531 |  
|                                  |  |                                    |        |   |          |    |   |             |   |        |          |  |    |             |  |   |        |  
|Total service revenue             |  | $                                  | 82,012 |   |          | 16 | % |             | $ | 70,581 |          |  | 18 | %           |  | $ | 60,012 |  
|                                  |  |                                    |        |   |          |    |   |             |   |        |          |  |    |             |  |   |        |  
|As a percentage of total revenues |  |                                    | 62     | % |          |    |   |             |   | 60     | %        |  |    |             |  |   | 62     | %



Service revenue
includes fees earned, and to a lesser extent reimbursable expenses incurred, in connection with consulting, software implementation and training services we provide to our customers, as well as fees from software maintenance agreements we offer.
Service revenue inherently lags behind the related license revenue as the service engagements and maintenance (and the related revenue) commence after the initial license sale. As a result, the positive impact of increasing license revenue on
service revenue tends to be delayed by one to two quarters. Additionally, as our maintenance revenue has a larger customer base than our license revenue, the percentage of increase in maintenance revenue (and thus service revenue) may be smaller
than any percentage of increase in license revenue.



The
increase in service revenue in absolute dollars from fiscal 2005 to 2006 was primarily due to the $8.4 million increase in maintenance revenue. Approximately half of the increase in maintenance revenue was due to the full inclusion of
Cimmetrys fiscal 2006 operating result, and the other half was primarily due to the increase in our North American maintenance revenue driven by new license revenue growth in fiscal 2006. Professional service revenue grew by $3.0 million in
fiscal 2006 primarily due to the increase in professional service revenue in North America, driven by our growth in license revenue in the previous fiscal year. The increase in service revenue as a percentage of total revenues during fiscal 2006 was
due to a more significant increase in service revenue than in license revenue.



The increase in service revenue in absolute dollars from fiscal 2004 to 2005 was primarily due to an $8.3 million increase in professional service and maintenance revenue in North America, driven by our growth in
license revenue. The decrease in service revenue as a percentage of total revenues during fiscal 2005 was due to a more significant increase in license revenue than in service revenue.



Our maintenance revenue depends upon both our software license revenue and renewals of maintenance agreements by our
existing customers. Our maintenance revenue has increased on a year-over-year basis in each of fiscal 2006, 2005 and 2004, as a result of both new licenses and a high maintenance renewal rate. We expect that service revenue will increase or decrease
somewhat in relation to our license revenue.



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Cost of Revenues



Cost of License Revenue



The following table sets forth a summary of our cost of license revenue in absolute dollars and expressed as a percentage of license revenues for fiscal
2006, 2005 and 2004.



|                                   |  |                                    |       |   |          |     |    |             |   |       |          |  |    |             |  |   |       |  
|---------------------------------- |  | ---------------------------------- | ----- | - | -------- | --- | -- | ----------- | - | ----- | -------- |  | -- | ----------- |  | - | ----- | -
|                                   |  | Fiscal 2006                        |       |   | % Change |     |    | Fiscal 2005 |   |       | % Change |  |    | Fiscal 2004 | 
|                                   |  | (in thousands, except percentages) |      
|Cost of license revenue            |  | $                                  | 3,223 |   |          | (26 | )% |             | $ | 4,333 |          |  | 17 | %           |  | $ | 3,694 |  
|As a percentage of license revenue |  |                                    | 6     | % |          |     |    |             |   | 9     | %        |  |    |             |  |   | 10    | %



Our cost of license
revenue includes license fees due to third parties for technology integrated into or sold with our products, and the cost of order fulfillment such as shipping and packaging.



The decrease in cost of license revenue in absolute dollars and as a percentage of revenue from fiscal 2005 to 2006 was
primarily due to the acquisition of Cimmetry, which lowers the cost of embedded third-party software, as we had formerly licensed Cimmetry software to include in our products.



The increase in cost of license revenue in absolute dollars from fiscal 2004 to 2005 was primarily due to our overall
increase in license revenue. With the introduction of Agile 9 in late fiscal 2004 and acquisition of Cimmetry in late fiscal 2005, cost of license revenue as a percentage of license revenue in fiscal 2005 decreased, as Agile 9 has relatively lower
embedded third-party software costs.



For fiscal 2007, we
expect cost of license revenue in absolute dollars to increase or decrease in direct relation to overall license revenue. Actual results, however, may fluctuate depending upon the amount of non-embedded third-party software sold in any particular
period.



Cost of Service Revenue



The following table sets forth a summary of our cost of service revenue in
absolute dollars and expressed as a percentage of service revenues for fiscal 2006, 2005 and 2004.



|                                                           |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|---------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------- | -- | - | --------------- | - | ------ | -------- |  | -- | --------------- |  | - | ------ | -
|                                                           |  | Fiscal 2006                        |        |   | % Change |    |   | Fiscal 2005     |   |        | % Change |  |    | Fiscal 2004     | 
|                                                           |  | (in thousands, except percentages) |       
|                                                           |  |                                    |        |   |          |    |   | As Restated (1) |   |        |          |  |    | As Restated (1) | 
|                                                           |  |                                    |        |  
|Cost of service revenue                                    |  | $                                  | 41,001 |   |          | 22 | % |                 | $ | 33,554 |          |  | 16 | %               |  | $ | 28,993 |  
|Stock compensation                                         |  |                                    | 597    |   |          |   |   |                 |   | 558    |          |  |   |                 |  |   | 736    |  
|                                                           |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|Total cost of service revenue including stock compensation |  | $                                  | 41,598 |   |          | 22 | % |                 | $ | 34,112 |          |  | 15 | %               |  | $ | 29,729 |  
|                                                           |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|As a percentage of service revenue                         |  |                                    | 51     | % |          |    |   |                 |   | 48     | %        |  |    |                 |  |   | 50     | %

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



Our cost of service revenue includes salaries and related expenses for the
implementation, training services, and customer support organizations, costs of third parties contracted to provide implementation services to customers and an allocation of overhead expenses, including rent, information technology and other
overhead expenses. In addition, cost of service revenue includes support and upgrade fees paid to third parties with respect to the third-party software integrated into or sold with our products for which our customers have purchased support from
us.



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The increase in cost of service revenue in absolute dollars from fiscal 2005 to 2006 and fiscal 2004 to
2005 was primarily due to our overall increase in service revenue. As a percentage of service revenue, cost of service revenue increased in fiscal 2006, compared to the prior period, due to increased investments in our customer support organization
related to the release of Agile 9, investments in our maintenance renewal team and, to a lesser extent, a decrease in our European professional services margin.



As of May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for
the year ended April 30, 2006, stock compensation was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to
Employees.



Impairment of Prepaid Software Licenses



Cost of revenues for fiscal 2004 includes charges of
$471,000, for the impairment of non-refundable prepaid software licenses fees. We determined that the carrying value of these prepaid software licenses exceeded their net realizable value as a result of our decision to discontinue selling some of
our products in which such third party licensed software was embedded.



Operating Expenses



We classify all charges to
operating expense categories based on the nature of the expenditures. Although each category includes expenses that are unique to the category type, there are common recurring expenditures that are typically included in all operating expense
categories, such as salaries, employee benefits, incentive compensation, travel costs, communication, rent and other allocated facilities costs, information technology, and professional fees. Also included in our operating expenses is stock
compensation, which is included in each of the sales and marketing, research and development, and general and administrative categories.



As a result of our prior period restructuring efforts, as discussed further under Restructuring Charges below, we have realized significant
costs savings to our operating expenses, especially during fiscal 2005 and 2004. For the restructuring efforts in fiscal 2006, we expect to realize the full impact of such cost savings in future fiscal periods as the restructuring was done late in
fiscal 2006. During fiscal 2005 and 2004, our aggregate facilities and depreciation expenses decreased $1.3 million and $3.2 million, respectively, when compared to our facilities and depreciation expenses during the respective prior periods.
Significant portions of these costs savings, therefore, are reflected in the sales and marketing, research and development and general and administrative operating expenses through decreased facilities and depreciation expenses.



Sales and Marketing



The following table sets forth a summary of our sales and marketing expenses
in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                                       |  |                                    |        |   |          |   |   |                 |   |        |          |  |    |                 |  |   |        |  
|------------------------------------------------------ |  | ---------------------------------- | ------ | - | -------- | - | - | --------------- | - | ------ | -------- |  | -- | --------------- |  | - | ------ | -
|                                                       |  | Fiscal 2006                        |        |   | % Change |   |   | Fiscal 2005     |   |        | % Change |  |    | Fiscal 2004     | 
|                                                       |  | (in thousands, except percentages) |       
|                                                       |  |                                    |        |   |          |   |   | As Restated (1) |   |        |          |  |    | As Restated (1) | 
|Sales and marketing                                    |  | $                                  | 48,200 |   |          | 4 | % |                 | $ | 46,144 |          |  | 20 | %               |  | $ | 38,302 |  
|Stock compensation                                     |  |                                    | 2,233  |   |          |  |   |                 |   | 1,439  |          |  |   |                 |  |   | 2,565  |  
|                                                       |  |                                    |        |   |          |   |   |                 |   |        |          |  |    |                 |  |   |        |  
|Total sales and marketing including stock compensation |  | $                                  | 50,433 |   |          | 6 | % |                 | $ | 47,583 |          |  | 16 | %               |  | $ | 40,867 |  
|                                                       |  |                                    |        |   |          |   |   |                 |   |        |          |  |    |                 |  |   |        |  
|As a percentage of total revenues                      |  |                                    | 38     | % |          |   |   |                 |   | 41     | %        |  |    |                 |  |   | 42     | %

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



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In addition to the common recurring expenditures mentioned above, our sales and marketing expenses
include expenditures specific to the sales group, such as sales related commissions, and expenditures specific to the marketing group, such as public relations and advertising, trade shows, marketing collateral and materials, and customer user group
meetings, net of fees assessed for attendance.



The increase in
sales and marketing in absolute dollars from fiscal 2005 to 2006 and from fiscal 2004 to 2005 was primarily related to increased personnel-related costs, due primarily to sales incentive compensation associated with higher revenues. As a percentage
of total revenues, sales and marketing expenses decreased in fiscal 2006, compared to the prior period, due to a different mix of products, with a lower average commission rate, being sold during fiscal 2006.



As of May 1, 2005, Agile adopted SFAS 123(R), Share-Based
Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock
compensation was accounted for under APB 25, Accounting for Stock Issued to Employees.



The decrease in stock compensation from fiscal 2004 to 2005 was primarily due to lower amortization associated with options granted in prior periods and
fewer options granted to our employees with an exercise price below fair market value. We amortize stock compensation expense using the accelerated method as described in FIN 28, Accounting for Stock Appreciation Rights and Other Variable
Stock Option Award Plans (FIN 28).



Research and
Development



The following table sets forth a summary
of our research and development expenses in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|-------------------------------------- |  | ---------------------------------- | ------ | - | -------- | -- | - | --------------- | - | ------ | -------- |  | -- | --------------- |  | - | ------ | -
|                                       |  | Fiscal 2006                        |        |   | % Change |    |   | Fiscal 2005     |   |        | % Change |  |    | Fiscal 2004     | 
|                                       |  | (in thousands, except percentages) |       
|                                       |  |                                    |        |   |          |    |   | As Restated (1) |   |        |          |  |    | As Restated (1) | 
|Research and development               |  | $                                  | 34,131 |   |          | 43 | % |                 | $ | 23,884 |          |  | 3  | %               |  | $ | 23,147 |  
|Stock compensation                     |  |                                    | 508    |   |          |   |   |                 |   | (36    | )        |  |   |                 |  |   | 1,248  |  
|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|Total R&D including stock compensation |  | $                                  | 34,639 |   |          | 45 | % |                 | $ | 23,848 |          |  | (2 | )%              |  | $ | 24,395 |  
|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|As a percentage of total revenues      |  |                                    | 26     | % |          |    |   |                 |   | 20     | %        |  |    |                 |  |   | 25     | %

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



In addition to the common recurring expenditures mentioned above, our
research and development expenses consist of costs associated with the development of new products, enhancements to existing products, and quality assurance procedures. These costs primarily consist of employee salaries, benefits, consulting costs
and the cost of software development tools and equipment.



The
increase in research and development expenses in absolute dollars and as a percentage of revenue from fiscal 2005 to 2006, was primarily related to (a) $4.5 million in increased outside consulting fees related to work being performed on the
next releases of our products, primarily our Agile 9 suite of products, and (b) $3.8 million in increased compensation and benefits, primarily resulting from the full inclusion of the Cimmetry workforce in fiscal 2006 as a result of the
acquisition.



The increase in research and development expenses
in absolute dollars from fiscal 2004 to 2005 was primarily due to the addition of Cimmetrys research and development activities. As a percentage of revenue, research and development expenses decreased due to a more significant increase in
total revenues compared to research and development expenses.



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As of May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the
modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB
25, Accounting for Stock Issued to Employees.



The decrease in stock compensation from fiscal 2004 to 2005 was primarily due to lower amortization associated with options granted in prior periods and fewer options granted to our employees with an exercise price below fair market value.
We amortize the stock compensation using the accelerated method as described in FIN 28. Additionally, we recovered previously recognized stock compensation expenses for unexercised options forfeited by terminated employees.



General and Administrative



The following table sets forth a summary of our general and administrative
expenses in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005, and 2004.



|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|-------------------------------------- |  | ---------------------------------- | ------ | - | -------- | -- | - | --------------- | - | ------ | -------- |  | -- | --------------- |  | - | ------ | -
|                                       |  | Fiscal 2006                        |        |   | % Change |    |   | Fiscal 2005     |   |        | % Change |  |    | Fiscal 2004     | 
|                                       |  | (in thousands, except percentages) |       
|                                       |  |                                    |        |   |          |    |   | As Restated (1) |   |        |          |  |    | As Restated (1) | 
|General and administrative             |  | $                                  | 12,119 |   |          | 5  | % |                 | $ | 11,556 |          |  | 29 | %               |  | $ | 8,954  |  
|Stock compensation                     |  |                                    | 1,006  |   |          |   |   |                 |   | 171    |          |  |   |                 |  |   | 2,575  |  
|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|Total G&A including stock compensation |  | $                                  | 13,125 |   |          | 12 | % |                 | $ | 11,727 |          |  | 2  | %               |  | $ | 11,529 |  
|                                       |  |                                    |        |   |          |    |   |                 |   |        |          |  |    |                 |  |   |        |  
|As a percentage of total revenues      |  |                                    | 10     | % |          |    |   |                 |   | 10     | %        |  |    |                 |  |   | 12     | %

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



In addition to the common recurring expenditures mentioned above, our general
and administrative expenses consist primarily of compensation and benefits costs for executive, finance, human resources, legal and administrative personnel, director compensation, bad debt expense, and other costs associated with being a publicly
held company, including periodic reporting under the rules and regulations of the Securities and Exchange Commission and compliance with the Sarbanes-Oxley Act of 2002.



The slight increase in general and administrative expenses in absolute dollars from fiscal 2005 to 2006 was primarily due to
the full inclusion of Cimmetry in fiscal 2006 as a result of the acquisition.



The increase in general and administrative expenses in absolute dollars from fiscal 2004 to 2005 was due to increased audit fees, personnel costs and outside consultant fees of $1.3 million to comply with increased
regulatory requirements, including the regulations implemented in response to the Sarbanes-Oxley Act of 2002. In addition, we incurred general and administrative expenses of $1.0 million in fiscal 2005 as a result of including a full twelve months
of operations for Eigner, compared to less than nine months during fiscal 2004, and almost three months of operations for Cimmetry.



As of May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly,
for the year ended April 30, 2006, stock compensation was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to
Employees.



The decrease in stock compensation
expense from fiscal 2004 to 2005 was primarily due to lower amortization associated with options granted in prior periods and fewer options granted to our employees with an exercise price below fair market value. We amortize stock compensation
expense using the accelerated method as described in FIN 28.



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Acquisition-Related Expenses



The following table sets forth a summary of our acquisition-related expenses in absolute dollars and expressed as a
percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                   |  |                                    |     |         |     |   |             |   |         |  |      |             |  |   |       |  
|---------------------------------- |  | ---------------------------------- | --- | ------- | --- | - | ----------- | - | ------- |  | ---- | ----------- |  | - | ----- | -
|                                   |  | Fiscal 2006                        |     | %Change |     |   | Fiscal 2005 |   | %Change |  |      | Fiscal 2004 | 
|                                   |  | (in thousands, except percentages) |    
|Acquisition-related expenses       |  |                                    |     |         |     |   |             |   |         |  |      |             |  |   |       |  
|Cost of revenues                   |  | $                                  |    |         |    |   |             | $ |        |  | (100 | )%          |  | $ | 595   |  
|Operating expenses                 |  |                                    | 745 |         | 100 | % |             |   |        |  | (100 | )%          |  |   | 1,091 |  
|                                   |  |                                    |     |         |     |   |             |   |         |  |      |             |  |   |       |  
|Total acquisition-related expenses |  | $                                  | 745 |         | 100 | % |             | $ |        |  |     |             |  | $ | 1,686 |  
|                                   |  |                                    |     |         |     |   |             |   |         |  |      |             |  |   |       |  
|As a percentage of total revenues  |  |                                    |    |         |     |   |             |   |        |  |      |             |  |   | 2     | %



In the fourth quarter
of fiscal 2006, we terminated our plan to acquire a target company and recorded $745,000 of previously capitalized costs related to that acquisition.



In connection with our acquisition of Eigner in fiscal 2004, we agreed to pay $1.7 million in retention bonuses to certain persons who were employees of
Eigner at the date of the acquisition and who remained employees of Agile for six months following the acquisition. The retention bonuses were recorded as acquisition-related compensation expense in the consolidated statements of operations.



Amortization of Intangible Assets



The following table sets forth a summary of our amortization of intangible
assets in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                        |  |                                    |       |   |         |     |   |             |   |       |         |  |    |             |  |   |       |  
|--------------------------------------- |  | ---------------------------------- | ----- | - | ------- | --- | - | ----------- | - | ----- | ------- |  | -- | ----------- |  | - | ----- | -
|                                        |  | Fiscal 2006                        |       |   | %Change |     |   | Fiscal 2005 |   |       | %Change |  |    | Fiscal 2004 | 
|                                        |  | (in thousands, except percentages) |      
|Amortization of intangible assets:      |  |                                    |       |   |         |     |   |             |   |       |         |  |    |             |  |   |       |  
|Cost of revenues                        |  | $                                  | 2,901 |   |         | 133 | % |             | $ | 1,245 |         |  | 76 | %           |  | $ | 709   |  
|Operating expenses                      |  |                                    | 2,482 |   |         | 21  | % |             |   | 2,055 |         |  | (2 | )%          |  |   | 2,092 |  
|                                        |  |                                    |       |   |         |     |   |             |   |       |         |  |    |             |  |   |       |  
|Total amortization of intangible assets |  | $                                  | 5,383 |   |         | 63  | % |             | $ | 3,300 |         |  | 18 | %           |  | $ | 2,801 |  
|                                        |  |                                    |       |   |         |     |   |             |   |       |         |  |    |             |  |   |       |  
|As a percentage of total revenues       |  |                                    | 4     | % |         |     |   |             |   | 3     | %       |  |    |             |  |   | 3     | %



We have made selective
acquisitions of assets and businesses, including certain intangible assets. Intangible assets consist of developed technologies, customer relationships, trademark and non-compete agreements acquired as part of our acquisitions described above.
Intangible assets are subject to amortization and have original estimated weighted-average useful lives ranging from one to five years. No significant residual value is estimated for the intangible assets.



The components of acquired identifiable intangible assets are as follows (in
thousands):



|                       |  |                      |        |                         |   |         |                    |  |                      |       |                         |   |        |                    |   |        |   |  |   |       
|---------------------- |  | -------------------- | ------ | ----------------------- | - | ------- | ------------------ |  | -------------------- | ----- | ----------------------- | - | ------ | ------------------ | - | ------ | - |  | - | ------
|                       |  | As of April 30, 2006 |        | As of April 30, 2005   
|                       |  | Gross CarryingAmount |        | AccumulatedAmortization |   |         | Net CarryingAmount |  | Gross CarryingAmount |       | AccumulatedAmortization |   |        | Net CarryingAmount
|Intangible Assets:     |  |                      |        |                         |   |         |                    |  |                      |       |                         |   |        |                    |   |        |   |  |   |       
|Developed technologies |  | $                    | 9,200  |                         | $ | (4,866  | )                  |  | $                    | 4,334 |                         | $ | 9,200  |                    | $ | (1,965 | ) |  | $ | 7,235 
|Customer relationships |  |                      | 6,882  |                         |   | (5,094  | )                  |  |                      | 1,788 |                         |   | 7,182  |                    |   | (2,892 | ) |  |   | 4,290 
|Trademark              |  |                      | 1,200  |                         |   | (300    | )                  |  |                      | 900   |                         |   | 1,200  |                    |   | (60    | ) |  |   | 1,140 
|Non-compete agreements |  |                      | 1,280  |                         |   | (1,250  | )                  |  |                      | 30    |                         |   | 1,280  |                    |   | (1,210 | ) |  |   | 70    
|                       |  |                      |        |                         |   |         |                    |  |                      |       |                         |   |        |                    |   |        |   |  |   |       
|                       |  | $                    | 18,562 |                         | $ | (11,510 | )                  |  | $                    | 7,052 |                         | $ | 18,862 |                    | $ | (6,127 | ) |  | $ | 12,735
|                       |  |                      |        |                         |   |         |                    |  |                      |       |                         |   |        |                    |   |        |   |  |   |       



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As of April 30, 2006, the estimated future amortization expense of acquired intangible assets is as
follows (in thousands):



|              |  |   |      
|------------- |  | - | -----
|Fiscal Years: |  |  
|2007          |  | $ | 4,037
|2008          |  |   | 2,595
|2009          |  |   | 240  
|2010          |  |   | 180  
|              |  |   |      
|              |  | $ | 7,052
|              |  |   |      



We may continue
purchasing assets or businesses to accelerate industry or geographic expansion, or increase the features and functions of our products available to our customers. For example, we acquired Prodika in June 2006. These purchase transactions may result
in the creation of additional intangible assets that leads to a corresponding increase in our amortization expense in future periods. Our future operating performance will be impacted by the future amortization of intangible assets.



Acquired In-Process Research and Development



The following table sets forth a summary of our acquired in-process research
and development in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                             |  |                                    |   |         |      |    |             |   |       |         |  |     |             |  |   |     |  
|-------------------------------------------- |  | ---------------------------------- | - | ------- | ---- | -- | ----------- | - | ----- | ------- |  | --- | ----------- |  | - | --- | -
|                                             |  | Fiscal 2006                        |   | %Change |      |    | Fiscal 2005 |   |       | %Change |  |     | Fiscal 2004 | 
|                                             |  | (in thousands, except percentages) |  
|Acquired in-process research and development |  | $                                  |  |         | (100 | )% |             | $ | 1,700 |         |  | 240 | %           |  | $ | 500 |  
|As a percentage of total revenues            |  |                                    |  |         |      |    |             |   | 1     | %       |  |     |             |  |   | 1   | %



In connection with
various acquisitions we made during fiscal 2005 and 2004, we allocated a portion of the purchase price to acquired in-process research and development (IPR&D). Specifically, we recorded $1.7 million and $500,000 of IPR&D related
to our acquisition of Cimmetry and Eigner, respectively. The amounts allocated to the acquired IPR&D were immediately expensed in the period each acquisition was completed because the projects associated with the acquired IPR&D efforts had
not yet reached technological feasibility and no future alternative uses existed for the technology. In calculating the value of the acquired IPR&D, we, with the assistance of an independent appraiser, used established valuation techniques
accepted in the technology and software industries. This calculation gave consideration to relevant market size and growth factors, expected industry trends, the anticipated nature and timing of new product introductions by us and our competitors,
individual product sales cycles, and the estimated lives of each of the products derived from the underlying technology. The value of the acquired IPR&D reflects the relative value and contribution of the acquired research and development.
Consideration was given to the stage of completion, the complexity of the work completed to date, the difficulty of completing the remaining development, costs already incurred, and the expected cost to complete the project in determining the value
assigned to the acquired IPR&D. The projects have been subsequently completed within our estimates.



Restructuring Charges



The following table sets forth a summary of our restructuring charges in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                  |  |                                    |       |   |         |    |   |             |   |       |         |  |     |             |  |   |       |  
|--------------------------------- |  | ---------------------------------- | ----- | - | ------- | -- | - | ----------- | - | ----- | ------- |  | --- | ----------- |  | - | ----- | -
|                                  |  | Fiscal 2006                        |       |   | %Change |    |   | Fiscal 2005 |   |       | %Change |  |     | Fiscal 2004 | 
|                                  |  | (in thousands, except percentages) |      
|Restructuring charges             |  | $                                  | 2,386 |   |         | 12 | % |             | $ | 2,132 |         |  | (76 | )%          |  | $ | 8,730 |  
|As a percentage of total revenues |  |                                    | 2     | % |         |    |   |             |   | 2     | %       |  |     |             |  |   | 9     | %



Please see the
discussion under Business OverviewRestructurings under this Item 7 above, and in Note 9Restructuring Charges of our consolidated financial statements, for further information relating to our restructurings.



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Interest and Other Income (Expense), Net



The following table sets forth a summary of our interest and other income, net, in absolute dollars and expressed as a
percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                  |  |                                    |       |   |         |    |   |             |   |       |         |  |    |             |  |   |       |  
|--------------------------------- |  | ---------------------------------- | ----- | - | ------- | -- | - | ----------- | - | ----- | ------- |  | -- | ----------- |  | - | ----- | -
|                                  |  | Fiscal 2006                        |       |   | %Change |    |   | Fiscal 2005 |   |       | %Change |  |    | Fiscal 2004 | 
|                                  |  | (in thousands, except percentages) |      
|Interest and other income, net    |  | $                                  | 5,428 |   |         | 33 | % |             | $ | 4,068 |         |  | 32 | %           |  | $ | 3,093 |  
|As a percentage of total revenues |  |                                    | 4     | % |         |    |   |             |   | 4     | %       |  |    |             |  |   | 3     | %



Interest and other
income, net, consists of interest earned on cash, cash equivalents, and investments, as well as other miscellaneous non-operating transactions.



The increase in interest and other income, net from fiscal 2005 to 2006 and from fiscal 2004 to 2005, was due principally to higher interest rates,
partially offset by lower average cash and investment balances principally due to the purchase price paid for the acquisition of Cimmetry in the fourth quarter of fiscal 2005.



For fiscal 2007, we expect interest and other income, net in absolute dollars to slightly increase compared to our results
for fiscal 2006, as we expect the average interest rate to be higher.



Loss from Foreign Currency Translation



The following table sets forth a summary of our loss from foreign currency translation in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                              |  |                                    |   |         |   |             |   |         |  |      |             |  |   |     |  
|--------------------------------------------- |  | ---------------------------------- | - | ------- | - | ----------- | - | ------- |  | ---- | ----------- |  | - | --- | -
|                                              |  | Fiscal 2006                        |   | %Change |   | Fiscal 2005 |   | %Change |  |      | Fiscal 2004 | 
|                                              |  | (in thousands, except percentages) |  
|(Gain) loss from foreign currency translation |  | $                                  |  |         |  |             | $ |        |  | (100 | )%          |  | $ | 639 |  
|As a percentage of total revenues             |  |                                    |  |         |   |             |   |        |  |      |             |  |   | 1   | %



In connection with our
acquisition of Eigner, we assumed an obligation with a vendor to Eigner, providing for quarterly payments denominated in Euros through fiscal 2007. As the obligation was denominated in Euros, and the functional currency of the subsidiary holding the
obligation was the U.S. Dollar, we were required to remeasure the value of the obligation at the end of each period. As a result of the Euro strengthening against the U.S. Dollar during the second and third quarter of fiscal 2004, a
remeasurement of the obligation at the end of such period to the functional currency, net of payments made, resulted in an unrealized loss from foreign currency translation of $639,000. In fiscal 2005, the obligation was assigned to a subsidiary
that has the same functional currency as the obligation.



Gain on Sale of
Investment



The following table sets forth a summary
of our gain on sale of investment in absolute dollars and expressed as a percentage of total revenues for fiscal 2006, 2005 and 2004.



|                                  |  |                                    |       |   |         |     |   |             |   |         |  |             |  |   |  
|--------------------------------- |  | ---------------------------------- | ----- | - | ------- | --- | - | ----------- | - | ------- |  | ----------- |  | - | -
|                                  |  | Fiscal 2006                        |       |   | %Change |     |   | Fiscal 2005 |   | %Change |  | Fiscal 2004
|                                  |  | (in thousands, except percentages)
|Gain on sale of investment        |  | $                                  | 6,389 |   |         | 100 | % |             | $ |        |  |            |  | $ | 
|As a percentage of total revenues |  |                                    | 5     | % |         |     |   |             |   |        |  |             |  |   | 



In the fourth quarter
of fiscal 2006, we sold our minority stake in a company and recorded a related gain of $6.4 million.



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Provision for Income Taxes



The following table sets forth a summary of our provision for income taxes in absolute dollars for fiscal 2006, 2005 and
2004.



|                           |  |                                    |     |    |         |   |   |                 |   |     |         |  |     |                 |  |   |       |   
|-------------------------- |  | ---------------------------------- | --- | -- | ------- | - | - | --------------- | - | --- | ------- |  | --- | --------------- |  | - | ----- | --
|                           |  | Fiscal 2006                        |     |    | %Change |   |   | Fiscal 2005     |   |     | %Change |  |     | Fiscal 2004     | 
|                           |  |                                    |     |    |         |   |   | As Restated (1) |   |     |         |  |     | As Restated (1) | 
|                           |  | (in thousands, except percentages) |    
|Provision for income taxes |  | $                                  | 742 |    |         | 4 | % |                 | $ | 714 |         |  | (45 | )%              |  | $ | 1,294 |   
|Effective income tax rates |  |                                    | (10 | )% |         |   |   |                 |   | (9  | )%      |  |     |                 |  |   | (5    | )%

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



The Company has incurred overall net losses in all fiscal years
presented. Our provision for income taxes primarily reflects actual taxes associated with our international operations and deferred tax liabilities related to purchase price accounting allocations. As a result, our effective income tax rates
have fluctuated and have not correlated to our operating income or loss. Other than the provision for foreign taxes and the deferred tax liability, no provision for income taxes has been recorded since our inception because we have incurred net
losses in all periods. We have recorded a valuation allowance for the full amount of our net deferred tax assets, including our net operating loss carryforwards and tax credits, as sufficient uncertainty exists regarding our ability to realize the
deferred tax asset balance.



Liquidity and Capital Resources



Overview



Our principal source of liquidity consists of cash, cash equivalents and investments, as follows (in thousands):



|                                     |  |                 |         |      |   |        
|------------------------------------ |  | --------------- | ------- | ---- | - | -------
|                                     |  | As of April 30,
|                                     |  | 2006            |         | 2005
|Cash and cash equivalents            |  | $               | 126,749 |      | $ | 81,760 
|Short-term and long-term investments |  |                 | 76,550  |      |   | 116,620
|                                     |  |                 |         |      |   |        
|                                     |  | $               | 203,299 |      | $ | 198,380
|                                     |  |                 |         |      |   |        



Our cash, cash
equivalents, and investments are placed with high credit quality financial institutions, commercial companies and government agencies in order to limit the amount of credit exposure. Our liquidity could be negatively impacted by a decrease in demand
for our products, which are subject to rapid technological changes, or a reduction of capital expenditures by our customers as a result of a downturn in the global economy, among other factors. As of April 30, 2006 and 2005, our working capital
was $151.3 million and $155.4 million, respectively, and our days sales outstanding (DSO) was 73 days and 77 days, respectively.



Cash Flows



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



|                                                    |  |                             |        |   |                 |   |        |  |   |         |  
|--------------------------------------------------- |  | --------------------------- | ------ | - | --------------- | - | ------ |  | - | ------- | -
|                                                    |  | Fiscal Year Ended April 30, |       
|                                                    |  | 2006                        |        |   | 2005            |   | 2004   | 
|                                                    |  |                             |        |   | As Restated (1) |   |        | 
|Net cash provided by (used in) operating activities |  | $                           | (1,573 | ) |                 | $ | 2,543  |  | $ | (14,929 | )
|Net cash provided by (used in) investing activities |  |                             | 43,448 |   |                 |   | 26,874 |  |   | (5,660  | )
|Net cash provided by financing activities           |  |                             | 3,483  |   |                 |   | 6,606  |  |   | 9,239   |  

---

|(1) |  | See Note 2, Restatement of Consolidated Financial Statements, of the Notes to the Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------



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Cash used in operating activities during fiscal 2006 primarily consists of our net loss for the period of
$8.4 million, realized gain on sale of investments in the fourth quarter of fiscal 2006 of $6.4 million and shares withheld in payment of employee tax withholding (see Note 12Employee Benefit Plans of our consolidated financial statements) of
$2.7 million, offset by non-cash items of $14.2 million (primarily depreciation and amortization and stock compensation). Cash provided by operating activities during fiscal 2005 consists of our net loss for the period of $8.4 million and a net
decrease of $1.8 million in other operating assets and liabilities, offset by non-cash items of $12.7 million (primarily depreciation and amortization). Cash used in operating activities during fiscal 2004 was primarily due to our net loss for the
period of $26.9 million, offset by non-cash items of $19.4 million, and a net decrease of $7.3 million in working capital.



Cash provided by investing activities during fiscal 2006 resulted principally from $47.0 million of net maturities of short-term and long-term
investments, offset by $3.5 million of purchases of property and equipment. Cash provided by investing activities during fiscal 2005 resulted from $75.7 million of net maturities of short-term and long-term investments, offset by $44.8 million cash
paid in business combinations and $4.0 million of purchases of property and equipment. Cash used in investing activities during fiscal 2004 resulted from $8.4 million of purchases of property and equipment, primarily related to the build-out of our
corporate headquarters in San Jose, California, and $3.1 million of net cash paid in business combinations, offset by $5.8 million of net maturities of short-term and long-term investments.



Cash provided by financing activities in fiscal 2006, 2005 and 2004 was
primarily due to the issuance of common stock associated with the exercise of stock options and our employee stock purchase plan totaling $3.5 million, $6.6 million and $9.9 million, respectively. During fiscal 2004, cash provided from financing
activities was offset slightly by the settlement of certain capital lease obligations acquired totaling $718,000. We expect cash provided by financing activities to decrease in future periods as we continue to grant fewer stock options at lower
average exercise prices to our employees.



We anticipate that
our operating expenses will constitute a material use of our cash resources over the next fiscal year, partially offset by anticipated collections of accounts receivable. We may also utilize cash resources to fund acquisitions of investments in
complementary businesses, technologies or product lines. For example, in June 2006, we acquired Prodika, Inc. for $15.0 million in cash and earnout payments of up to an additional $12.5 million. In addition, we will withhold shares to cover the
minimum potential statutory withholding requirements on each of the vesting date of our option exchange (during the quarter ending October 31, 2006) and annual performance grants (during the quarter ending April 30, 2007), and pay cash to
the tax authorities for such requirements. We believe that our existing cash, cash equivalents and investments, together with our anticipated cash flows from operations, will be sufficient to meet our working capital and operating resource
expenditure requirements for at least the next twelve months.



Selected
Unaudited Quarterly Consolidated Financial Data



The
following tables set forth a summary of our unaudited consolidated balance sheets and consolidated statements of cash flows for each of the first three quarters of our fiscal years ended April 30, 2006 and April 30, 2005 and our unaudited
consolidated statements of operation for the first three quarters of our fiscal year ended April 30, 2005. The information has been derived from our unaudited consolidated financial statements that, in managements opinion, have been
prepared on a basis consistent with the audited consolidated financial statements contained elsewhere in this Form 10K, and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this
information when read in conjunction with our audited consolidated financial statements and notes thereto. The operating results for any quarter are not necessarily indicative of results to be expected for any future period.



This selected quarterly information has been restated for all quarters
presented from previously reported information filed on Form 10-Q, as a result of the restatements of our stock compensation expense and our consolidated statements of cash flows discussed in this Form 10-K.



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UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands)



|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|-------------------------------------------------------------- |  | --------------------- | -------- | - | ---------------- | - | ------- | ------------- |  | - | --------------------- | - |  | ----------- | -------- | - | ---------- | - | ------- | --------------------- |  | - | ----------- | - |  | ----------- | -------- | - |  | - | ------- | - |  | - | -------- | -
|                                                               |  | January 31, 2006      |          |   | October 31, 2005 |   |         | July 31, 2005 | 
|                                                               |  | As PreviouslyReported |          |   | Adjustments      |   |         | AsRestated    |  |   | As PreviouslyReported |   |  | Adjustments |          |   | AsRestated |   |         | As PreviouslyReported |  |   | Adjustments |   |  | As Restated |         
|ASSETS                                                         |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Current assets:                                                |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Cash and cash equivalents                                      |  | $                     | 102,078  |   |                  | $ |        |               |  | $ | 102,078               |   |  | $           | 96,675   |   |            | $ |        |                       |  | $ | 96,675      |   |  | $           | 77,356   |   |  | $ |        |   |  | $ | 77,356   |  
|Short-term investments                                         |  |                       | 84,216   |   |                  |   |        |               |  |   | 84,216                |   |  |             | 86,023   |   |            |   |        |                       |  |   | 86,023      |   |  |             | 99,106   |   |  |   |        |   |  |   | 99,106   |  
|Accounts receivable, net of allowance for doubtful accounts of |  |                       | 22,836   |   |                  |   |        |               |  |   | 22,836                |   |  |             | 20,472   |   |            |   |        |                       |  |   | 20,472      |   |  |             | 27,024   |   |  |   |        |   |  |   | 27,024   |  
|Other current assets                                           |  |                       | 4,784    |   |                  |   |        |               |  |   | 4,784                 |   |  |             | 4,241    |   |            |   |        |                       |  |   | 4,241       |   |  |             | 5,327    |   |  |   |        |   |  |   | 5,327    |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total current assets                                           |  |                       | 213,914  |   |                  |   |        |               |  |   | 213,914               |   |  |             | 207,411  |   |            |   |        |                       |  |   | 207,411     |   |  |             | 208,813  |   |  |   |        |   |  |   | 208,813  |  
|Long-term investments                                          |  |                       | 14,101   |   |                  |   |        |               |  |   | 14,101                |   |  |             | 17,945   |   |            |   |        |                       |  |   | 17,945      |   |  |             | 21,921   |   |  |   |        |   |  |   | 21,921   |  
|Property and equipment, net                                    |  |                       | 9,112    |   |                  |   |        |               |  |   | 9,112                 |   |  |             | 9,770    |   |            |   |        |                       |  |   | 9,770       |   |  |             | 10,087   |   |  |   |        |   |  |   | 10,087   |  
|Intangible assets, net                                         |  |                       | 8,404    |   |                  |   |        |               |  |   | 8,404                 |   |  |             | 9,756    |   |            |   |        |                       |  |   | 9,756       |   |  |             | 11,108   |   |  |   |        |   |  |   | 11,108   |  
|Other assets                                                   |  |                       | 1,038    |   |                  |   |        |               |  |   | 1,038                 |   |  |             | 1,026    |   |            |   |        |                       |  |   | 1,026       |   |  |             | 1,056    |   |  |   |        |   |  |   | 1,056    |  
|Goodwill                                                       |  |                       | 66,713   |   |                  |   |        |               |  |   | 66,713                |   |  |             | 66,716   |   |            |   |        |                       |  |   | 66,716      |   |  |             | 66,769   |   |  |   |        |   |  |   | 66,769   |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total assets                                                   |  | $                     | 313,282  |   |                  | $ |        |               |  | $ | 313,282               |   |  | $           | 312,624  |   |            | $ |        |                       |  | $ | 312,624     |   |  | $           | 319,754  |   |  | $ |        |   |  | $ | 319,754  |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                           |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Current liabilities:                                           |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Accounts payable                                               |  | $                     | 7,551    |   |                  | $ |        |               |  | $ | 7,551                 |   |  | $           | 6,798    |   |            | $ |        |                       |  | $ | 6,798       |   |  | $           | 7,661    |   |  | $ |        |   |  | $ | 7,661    |  
|Accrued expenses and other current liabilities                 |  |                       | 18,115   |   |                  |   |        |               |  |   | 18,115                |   |  |             | 16,886   |   |            |   |        |                       |  |   | 16,886      |   |  |             | 17,208   |   |  |   |        |   |  |   | 17,208   |  
|Accrued restructuring, current                                 |  |                       | 2,327    |   |                  |   |        |               |  |   | 2,327                 |   |  |             | 765      |   |            |   |        |                       |  |   | 765         |   |  |             | 1,075    |   |  |   |        |   |  |   | 1,075    |  
|Deferred revenue                                               |  |                       | 26,483   |   |                  |   |        |               |  |   | 26,483                |   |  |             | 23,199   |   |            |   |        |                       |  |   | 23,199      |   |  |             | 26,757   |   |  |   |        |   |  |   | 26,757   |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total current liabilities                                      |  |                       | 54,476   |   |                  |   |        |               |  |   | 54,476                |   |  |             | 47,648   |   |            |   |        |                       |  |   | 47,648      |   |  |             | 52,701   |   |  |   |        |   |  |   | 52,701   |  
|Accrued restructuring, non-current                             |  |                       | 321      |   |                  |   |        |               |  |   | 321                   |   |  |             | 432      |   |            |   |        |                       |  |   | 432         |   |  |             | 537      |   |  |   |        |   |  |   | 537      |  
|Deferred revenue, non-current                                  |  |                       | 1,036    |   |                  |   |        |               |  |   | 1,036                 |   |  |             | 1,255    |   |            |   |        |                       |  |   | 1,255       |   |  |             |         |   |  |   |        |   |  |   |         |  
|Other non-current liabilities                                  |  |                       | 4,820    |   |                  |   |        |               |  |   | 4,820                 |   |  |             | 4,990    |   |            |   |        |                       |  |   | 4,990       |   |  |             | 6,823    |   |  |   |        |   |  |   | 6,823    |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total liabilities                                              |  |                       | 60,653   |   |                  |   |        |               |  |   | 60,653                |   |  |             | 54,325   |   |            |   |        |                       |  |   | 54,325      |   |  |             | 60,061   |   |  |   |        |   |  |   | 60,061   |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Commitments and contingencies                                  |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Stockholders equity:                                          |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Common Stock                                                   |  |                       | 57       |   |                  |   |        |               |  |   | 57                    |   |  |             | 55       |   |            |   |        |                       |  |   | 55          |   |  |             | 54       |   |  |   |        |   |  |   | 54       |  
|Additional paid-in capital                                     |  |                       | 555,609  |   |                  |   | 69,635  |               |  |   | 625,244               |   |  |             | 554,488  |   |            |   | 69,635  |                       |  |   | 624,123     |   |  |             | 552,143  |   |  |   | 69,635  |   |  |   | 621,778  |  
|Notes receivable from stockholders                             |  |                       | (77      | ) |                  |   |        |               |  |   | (77                   | ) |  |             | (77      | ) |            |   |        |                       |  |   | (77         | ) |  |             | (77      | ) |  |   |        |   |  |   | (77      | )
|Unearned stock compensation                                    |  |                       |         |   |                  |   |        |               |  |   |                      |   |  |             |         |   |            |   |        |                       |  |   |            |   |  |             |         |   |  |   |        |   |  |   |         |  
|Accumulated other comprehensive loss                           |  |                       | 220      |   |                  |   |        |               |  |   | 220                   |   |  |             | 178      |   |            |   |        |                       |  |   | 178         |   |  |             | (82      | ) |  |   |        |   |  |   | (82      | )
|Accumulated deficit                                            |  |                       | (303,180 | ) |                  |   | (69,635 | )             |  |   | (372,815              | ) |  |             | (296,345 | ) |            |   | (69,635 | )                     |  |   | (365,980    | ) |  |             | (292,345 | ) |  |   | (69,635 | ) |  |   | (361,980 | )
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total stockholders equity                                     |  |                       | 252,629  |   |                  |   |        |               |  |   | 252,629               |   |  |             | 258,299  |   |            |   |        |                       |  |   | 258,299     |   |  |             | 259,693  |   |  |   |        |   |  |   | 259,693  |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total liabilities and stockholders equity                     |  | $                     | 313,282  |   |                  | $ |        |               |  | $ | 313,282               |   |  | $           | 312,624  |   |            | $ |        |                       |  | $ | 312,624     |   |  | $           | 319,754  |   |  | $ |        |   |  | $ | 319,754  |  
|                                                               |  |                       |          |   |                  |   |         |               |  |   |                       |   |  |             |          |   |            |   |         |                       |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  



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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | --------------------------------- | - | ----- | -------------------------------- |  | - | --------------------- | - |  | ----------- | ------- | - | ---------- | - | ---- | --------------------- |  | - | ----------- | - |  | ---------- | ------- | - |  | - | ---- | - |  | - | ------- | -
|                                                                                |  | Nine Months Ended January 31, 2006 |         |   | Six Months Ended October 31, 2005 |   |       | Three Months Ended July 31, 2005 | 
|                                                                                |  | As PreviouslyReported              |         |   | Adjustments                       |   |       | AsRestated                       |  |   | As PreviouslyReported |   |  | Adjustments |         |   | AsRestated |   |      | As PreviouslyReported |  |   | Adjustments |   |  | AsRestated |        
|Cash flows from operating activities:                                           |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net loss                                                                        |  | $                                  | (11,460 | ) |                                   | $ |      |                                  |  | $ | (11,460               | ) |  | $           | (7,320  | ) |            | $ |     |                       |  | $ | (7,320      | ) |  | $          | (3,320  | ) |  | $ |     |   |  | $ | (3,320  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Provision for doubtful accounts                                                 |  |                                    | 16      |   |                                   |   |      |                                  |  |   | 16                    |   |  |             | 16      |   |            |   |     |                       |  |   | 16          |   |  |            | 16      |   |  |   |     |   |  |   | 16      |  
|Depreciation and amortization                                                   |  |                                    | 7,239   |   |                                   |   |      |                                  |  |   | 7,239                 |   |  |             | 4,797   |   |            |   |     |                       |  |   | 4,797       |   |  |            | 2,441   |   |  |   |     |   |  |   | 2,441   |  
|Stock compensation                                                              |  |                                    | 2,707   |   |                                   |   |      |                                  |  |   | 2,707                 |   |  |             | 1,771   |   |            |   |     |                       |  |   | 1,771       |   |  |            | 764     |   |  |   |     |   |  |   | 764     |  
|Non-cash portion of restructuring and other charges                             |  |                                    | 265     |   |                                   |   |      |                                  |  |   | 265                   |   |  |             |        |   |            |   |     |                       |  |   |            |   |  |            |        |   |  |   |     |   |  |   |        |  
|Shares withheld in payment of employee tax withholding                          |  |                                    | (2,695  | ) |                                   |   |      |                                  |  |   | (2,695                | ) |  |             |        |   |            |   |     |                       |  |   |            |   |  |            |        |   |  |   |     |   |  |   |        |  
|Changes in operating assets and liabilities, net of acquisitions:               |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Accounts receivable                                                             |  |                                    | 3,663   |   |                                   |   | 266   |                                  |  |   | 3,929                 |   |  |             | 5,935   |   |            |   | 218  |                       |  |   | 6,153       |   |  |            | (597    | ) |  |   | 188  |   |  |   | (409    | )
|Other assets, current and non-current                                           |  |                                    | 357     |   |                                   |   | 3     |                                  |  |   | 360                   |   |  |             | 889     |   |            |   | 12   |                       |  |   | 901         |   |  |            | (207    | ) |  |   | 7    |   |  |   | (200    | )
|Accounts payable                                                                |  |                                    | (691    | ) |                                   |   | 28    |                                  |  |   | (663                  | ) |  |             | (1,341  | ) |            |   | (50  | )                     |  |   | (1,391      | ) |  |            | (489    | ) |  |   | 14   |   |  |   | (475    | )
|Accrued expenses and other liabilities, current and non-current                 |  |                                    | 412     |   |                                   |   | 658   |                                  |  |   | 1,070                 |   |  |             | (528    | ) |            |   | (565 | )                     |  |   | (1,093      | ) |  |            | 28      |   |  |   | (2   | ) |  |   | 26      |  
|Deferred revenue                                                                |  |                                    | 935     |   |                                   |   | 84    |                                  |  |   | 1,019                 |   |  |             | (1,952  | ) |            |   | 18   |                       |  |   | (1,934      | ) |  |            | 1,797   |   |  |   | (36  | ) |  |   | 1,761   |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by (used in) operating activities                             |  |                                    | 748     |   |                                   |   | 1,039 |                                  |  |   | 1,787                 |   |  |             | 2,267   |   |            |   | (367 | )                     |  |   | 1,900       |   |  |            | 433     |   |  |   | 171  |   |  |   | 604     |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash flows from investing activities:                                           |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Purchases of investments                                                        |  |                                    | (32,123 | ) |                                   |   |      |                                  |  |   | (32,123               | ) |  |             | (21,951 | ) |            |   |     |                       |  |   | (21,951     | ) |  |            | (15,436 | ) |  |   |     |   |  |   | (15,436 | )
|Proceeds from maturities and sales of investments                               |  |                                    | 51,987  |   |                                   |   |      |                                  |  |   | 51,987                |   |  |             | 36,026  |   |            |   |     |                       |  |   | 36,026      |   |  |            | 12,097  |   |  |   |     |   |  |   | 12,097  |  
|Cash paid in business combinations, net of cash acquired                        |  |                                    | 245     |   |                                   |   | (245  | )                                |  |   |                      |   |  |             | 242     |   |            |   | (242 | )                     |  |   |            |   |  |            | 189     |   |  |   | (189 | ) |  |   |        |  
|Acquisition of property and equipment                                           |  |                                    | (2,394  | ) |                                   |   | 3     |                                  |  |   | (2,391                | ) |  |             | (1,950  | ) |            |   | 17   |                       |  |   | (1,933      | ) |  |            | (1,227  | ) |  |   | 1    |   |  |   | (1,226  | )
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by (used in) investing activities                             |  |                                    | 17,715  |   |                                   |   | (242  | )                                |  |   | 17,473                |   |  |             | 12,367  |   |            |   | (225 | )                     |  |   | 12,142      |   |  |            | (4,377  | ) |  |   | (188 | ) |  |   | (4,565  | )
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash flows from financing activities:                                           |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Proceeds from issuance of common stock, net of repurchases                      |  |                                    | 1,582   |   |                                   |   |      |                                  |  |   | 1,582                 |   |  |             | 1,397   |   |            |   |     |                       |  |   | 1,397       |   |  |            | 57      |   |  |   |     |   |  |   | 57      |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by financing activities                                       |  |                                    | 1,582   |   |                                   |   |      |                                  |  |   | 1,582                 |   |  |             | 1,397   |   |            |   |     |                       |  |   | 1,397       |   |  |            | 57      |   |  |   |     |   |  |   | 57      |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Effect of exchange rate changes on cash                                         |  |                                    | 273     |   |                                   |   | (797  | )                                |  |   | (524                  | ) |  |             | (1,116  | ) |            |   | 592  |                       |  |   | (524        | ) |  |            | (517    | ) |  |   | 17   |   |  |   | (500    | )
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net increase in cash and cash equivalents                                       |  |                                    | 20,318  |   |                                   |   |      |                                  |  |   | 20,318                |   |  |             | 14,915  |   |            |   |     |                       |  |   | 14,915      |   |  |            | (4,404  | ) |  |   |     |   |  |   | (4,404  | )
|Cash and cash equivalents at beginning of period                                |  |                                    | 81,760  |   |                                   |   |      |                                  |  |   | 81,760                |   |  |             | 81,760  |   |            |   |     |                       |  |   | 81,760      |   |  |            | 81,760  |   |  |   |     |   |  |   | 81,760  |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash and cash equivalents at end of period                                      |  | $                                  | 102,078 |   |                                   | $ |      |                                  |  | $ | 102,078               |   |  | $           | 96,675  |   |            | $ |     |                       |  | $ | 96,675      |   |  | $          | 77,356  |   |  | $ |     |   |  | $ | 77,356  |  
|                                                                                |  |                                    |         |   |                                   |   |       |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  



63



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##### Table of Contents

UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands)



|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|----------------------------------------------------------- |  | -------------------- | -------- | - | ---------------- | - | ------- | ------------- |  | - | -------------------- | - |  | ----------- | -------- | - | ---------- | - | ------- | -------------------- |  | - | ----------- | - |  | ----------- | -------- | - |  | - | ------- | - |  | - | -------- | -
|                                                            |  | January 31, 2005     |          |   | October 31, 2004 |   |         | July 31, 2004 | 
|                                                            |  | AsPreviouslyReported |          |   | Adjustments      |   |         | AsRestated    |  |   | AsPreviouslyReported |   |  | Adjustments |          |   | AsRestated |   |         | AsPreviouslyReported |  |   | Adjustments |   |  | As Restated |         
|ASSETS                                                      |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Current assets:                                             |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Cash and cash equivalents                                   |  | $                    | 90,321   |   |                  | $ |        |               |  | $ | 90,321               |   |  | $           | 139,103  |   |            | $ |        |                      |  | $ | 139,103     |   |  | $           | 119,972  |   |  | $ |        |   |  | $ | 119,972  |  
|Short-term investments                                      |  |                      | 106,755  |   |                  |   |        |               |  |   | 106,755              |   |  |             | 52,710   |   |            |   |        |                      |  |   | 52,710      |   |  |             | 54,714   |   |  |   |        |   |  |   | 54,714   |  
|Accounts receivable, net of allowance for doubtful accounts |  |                      | 23,146   |   |                  |   |        |               |  |   | 23,146               |   |  |             | 20,708   |   |            |   |        |                      |  |   | 20,708      |   |  |             | 21,213   |   |  |   |        |   |  |   | 21,213   |  
|Other current assets                                        |  |                      | 7,173    |   |                  |   |        |               |  |   | 7,173                |   |  |             | 5,871    |   |            |   |        |                      |  |   | 5,871       |   |  |             | 5,728    |   |  |   |        |   |  |   | 5,728    |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total current assets                                        |  |                      | 227,395  |   |                  |   |        |               |  |   | 227,395              |   |  |             | 218,392  |   |            |   |        |                      |  |   | 218,392     |   |  |             | 201,627  |   |  |   |        |   |  |   | 201,627  |  
|Long-term investments                                       |  |                      | 44,264   |   |                  |   |        |               |  |   | 44,264               |   |  |             | 43,992   |   |            |   |        |                      |  |   | 43,992      |   |  |             | 61,058   |   |  |   |        |   |  |   | 61,058   |  
|Property and equipment, net                                 |  |                      | 8,734    |   |                  |   |        |               |  |   | 8,734                |   |  |             | 8,807    |   |            |   |        |                      |  |   | 8,807       |   |  |             | 8,519    |   |  |   |        |   |  |   | 8,519    |  
|Intangible assets, net                                      |  |                      | 1,255    |   |                  |   |        |               |  |   | 1,255                |   |  |             | 35,485   |   |            |   |        |                      |  |   | 35,485      |   |  |             | 34,990   |   |  |   |        |   |  |   | 34,990   |  
|Other assets                                                |  |                      | 3,520    |   |                  |   |        |               |  |   | 3,520                |   |  |             | 4,055    |   |            |   |        |                      |  |   | 4,055       |   |  |             | 4,621    |   |  |   |        |   |  |   | 4,621    |  
|Goodwill                                                    |  |                      | 35,485   |   |                  |   |        |               |  |   | 35,485               |   |  |             | 1,337    |   |            |   |        |                      |  |   | 1,337       |   |  |             | 1,994    |   |  |   |        |   |  |   | 1,994    |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total assets                                                |  | $                    | 320,653  |   |                  | $ |        |               |  | $ | 320,653              |   |  | $           | 312,068  |   |            | $ |        |                      |  | $ | 312,068     |   |  | $           | 312,809  |   |  | $ |        |   |  | $ | 312,809  |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Current liabilities:                                        |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Accounts payable                                            |  | $                    | 6,304    |   |                  | $ |        |               |  | $ | 6,304                |   |  | $           | 7,165    |   |            | $ |        |                      |  | $ | 7,165       |   |  | $           | 6,113    |   |  | $ |        |   |  | $ | 6,113    |  
|Accrued expenses and other current liabilities              |  |                      | 18,358   |   |                  |   |        |               |  |   | 18,358               |   |  |             | 16,778   |   |            |   |        |                      |  |   | 16,778      |   |  |             | 21,106   |   |  |   |        |   |  |   | 21,106   |  
|Accrued restructuring, current                              |  |                      | 3,209    |   |                  |   |        |               |  |   | 3,209                |   |  |             | 4,187    |   |            |   |        |                      |  |   | 4,187       |   |  |             |         |   |  |   |        |   |  |   |         |  
|Deferred revenue                                            |  |                      | 21,942   |   |                  |   |        |               |  |   | 21,942               |   |  |             | 17,382   |   |            |   |        |                      |  |   | 17,382      |   |  |             | 20,022   |   |  |   |        |   |  |   | 20,022   |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total current liabilities                                   |  |                      | 49,813   |   |                  |   |        |               |  |   | 49,813               |   |  |             | 45,512   |   |            |   |        |                      |  |   | 45,512      |   |  |             | 47,241   |   |  |   |        |   |  |   | 47,241   |  
|                                                            |  |                      |          |   |                  |   |         |               | 
|Accrued restructuring, non-current                          |  |                      | 714      |   |                  |   |        |               |  |   | 714                  |   |  |             | 913      |   |            |   |        |                      |  |   | 913         |   |  |             | 1,336    |   |  |   |        |   |  |   | 1,336    |  
|Other non-current liabilities                               |  |                      | 6,569    |   |                  |   |        |               |  |   | 6,569                |   |  |             | 5,167    |   |            |   |        |                      |  |   | 5,167       |   |  |             | 5,330    |   |  |   |        |   |  |   | 5,330    |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total liabilities                                           |  |                      | 57,096   |   |                  |   |        |               |  |   | 57,096               |   |  |             | 51,592   |   |            |   |        |                      |  |   | 51,592      |   |  |             | 53,907   |   |  |   |        |   |  |   | 53,907   |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Commitments and contingencies                               |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Stockholders equity:                                       |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Common Stock                                                |  |                      | 53       |   |                  |   |        |               |  |   | 53                   |   |  |             | 53       |   |            |   |        |                      |  |   | 53          |   |  |             | 52       |   |  |   |        |   |  |   | 52       |  
|Additional paid-in capital                                  |  |                      | 550,515  |   |                  |   | 79,205  |               |  |   | 629,720              |   |  |             | 547,068  |   |            |   | 79,223  |                      |  |   | 626,291     |   |  |             | 545,528  |   |  |   | 79,413  |   |  |   | 624,941  |  
|Notes receivable from stockholders                          |  |                      | (77      | ) |                  |   |        |               |  |   | (77                  | ) |  |             | (77      | ) |            |   |        |                      |  |   | (77         | ) |  |             | (79      | ) |  |   |        |   |  |   | (79      | )
|Unearned stock compensation                                 |  |                      | (769     | ) |                  |   | (9,969  | )             |  |   | (10,738              | ) |  |             | (564     | ) |            |   | (10,227 | )                    |  |   | (10,791     | ) |  |             | (770     | ) |  |   | (10,636 | ) |  |   | (11,406  | )
|Accumulated other comprehensive loss                        |  |                      | (1,529   | ) |                  |   |        |               |  |   | (1,529               | ) |  |             | (1,078   | ) |            |   |        |                      |  |   | (1,078      | ) |  |             | (995     | ) |  |   |        |   |  |   | (995     | )
|Accumulated deficit                                         |  |                      | (284,636 | ) |                  |   | (69,236 | )             |  |   | (353,872             | ) |  |             | (284,926 | ) |            |   | (68,996 | )                    |  |   | (353,922    | ) |  |             | (284,834 | ) |  |   | (68,777 | ) |  |   | (353,611 | )
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total stockholders equity                                  |  |                      | 263,557  |   |                  |   |        |               |  |   | 263,557              |   |  |             | 260,476  |   |            |   |        |                      |  |   | 260,476     |   |  |             | 258,902  |   |  |   |        |   |  |   | 258,902  |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  
|Total liabilities and stockholders equity                  |  | $                    | 320,653  |   |                  | $ |        |               |  | $ | 320,653              |   |  | $           | 312,068  |   |            | $ |        |                      |  | $ | 312,068     |   |  | $           | 312,809  |   |  | $ |        |   |  | $ | 312,809  |  
|                                                            |  |                      |          |   |                  |   |         |               |  |   |                      |   |  |             |          |   |            |   |         |                      |  |   |             |   |  |             |          |   |  |   |         |   |  |   |          |  



64



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##### Table of Contents

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|--------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ----------------------------------- | - | ---- | -------------------------------- |  | - | ---------------------- | - |  | ----------- | ------ | - | ----------- | - | ---- | ---------------------- |  | - | ----------- | - |  | ----------- | ------ | - |  | - | ---- | - |  | - | ------ | -
|                                                                            |  | Three Months Ended January 31, 2005 |        |   | Three Months Ended October 31, 2004 |   |      | Three Months Ended July 31, 2004 | 
|                                                                            |  | As Previously Reported              |        |   | Adjustments                         |   |      | As Restated                      |  |   | As Previously Reported |   |  | Adjustments |        |   | As Restated |   |      | As Previously Reported |  |   | Adjustments |   |  | As Restated |       
|Revenues:                                                                   |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|License                                                                     |  | $                                   | 12,455 |   |                                     | $ |     |                                  |  | $ | 12,455                 |   |  | $           | 11,206 |   |             | $ |     |                        |  | $ | 11,206      |   |  | $           | 10,314 |   |  | $ |     |   |  | $ | 10,314 |  
|Service                                                                     |  |                                     | 17,825 |   |                                     |   |     |                                  |  |   | 17,825                 |   |  |             | 17,011 |   |             |   |     |                        |  |   | 17,011      |   |  |             | 16,167 |   |  |   |     |   |  |   | 16,167 |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Total revenues                                                              |  |                                     | 30,280 |   |                                     |   |     |                                  |  |   | 30,280                 |   |  |             | 28,217 |   |             |   |     |                        |  |   | 28,217      |   |  |             | 26,481 |   |  |   |     |   |  | $ | 26,481 |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Cost of revenues:                                                           |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|License                                                                     |  |                                     | 1,243  |   |                                     |   |     |                                  |  |   | 1,243                  |   |  |             | 1,164  |   |             |   |     |                        |  |   | 1,164       |   |  |             | 1,077  |   |  |   |     |   |  |   | 1,077  |  
|Service (1)                                                                 |  |                                     | 8,460  |   |                                     |   | 58   |                                  |  |   | 8,518                  |   |  |             | 8,013  |   |             |   | 101  |                        |  |   | 8,114       |   |  |             | 7,569  |   |  |   | 119  |   |  |   | 7,688  |  
|Acquisition-related expenses                                                |  |                                     |       |   |                                     |   |     |                                  |  |   |                       |   |  |             |       |   |             |   |     |                        |  |   |            |   |  |             |       |   |  |   |     |   |  |   |       |  
|Amortization of intangible assets                                           |  |                                     | 178    |   |                                     |   |     |                                  |  |   | 178                    |   |  |             | 177    |   |             |   |     |                        |  |   | 177         |   |  |             | 178    |   |  |   |     |   |  |   | 178    |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Total cost of revenues                                                      |  |                                     | 9,881  |   |                                     |   | 58   |                                  |  |   | 9,939                  |   |  |             | 9,354  |   |             |   | 101  |                        |  |   | 9,455       |   |  |             | 8,824  |   |  |   | 119  |   |  |   | 8,943  |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Gross margin                                                                |  |                                     | 20,399 |   |                                     |   | (58  | )                                |  |   | 20,341                 |   |  |             | 18,863 |   |             |   | (101 | )                      |  |   | 18,762      |   |  |             | 17,657 |   |  |   | (119 | ) |  |   | 17,538 |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Operating expenses:                                                         |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Sales and marketing (1)                                                     |  |                                     | 12,043 |   |                                     |   | 144  |                                  |  |   | 12,187                 |   |  |             | 11,122 |   |             |   | 176  |                        |  |   | 11,298      |   |  |             | 10,336 |   |  |   | 410  |   |  |   | 10,746 |  
|Research and development (1)                                                |  |                                     | 5,651  |   |                                     |   | 16   |                                  |  |   | 5,667                  |   |  |             | 5,515  |   |             |   | (110 | )                      |  |   | 5,405       |   |  |             | 5,330  |   |  |   | (52  | ) |  |   | 5,278  |  
|General and administrative (1)                                              |  |                                     | 2,942  |   |                                     |   | 21   |                                  |  |   | 2,963                  |   |  |             | 2,744  |   |             |   | 52   |                        |  |   | 2,796       |   |  |             | 2,733  |   |  |   | (136 | ) |  |   | 2,597  |  
|Acquisition-related expenses                                                |  |                                     |       |   |                                     |   |     |                                  |  |   |                       |   |  |             |       |   |             |   |     |                        |  |   |            |   |  |             |       |   |  |   |     |   |  |   |       |  
|Amortization of intangible assets                                           |  |                                     | 357    |   |                                     |   |     |                                  |  |   | 357                    |   |  |             | 390    |   |             |   |     |                        |  |   | 390         |   |  |             | 656    |   |  |   |     |   |  |   | 656    |  
|Restructuring charges                                                       |  |                                     |       |   |                                     |   |     |                                  |  |   |                       |   |  |             |       |   |             |   |     |                        |  |   |            |   |  |             | 2,132  |   |  |   |     |   |  |   | 2,132  |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Total operating expenses                                                    |  |                                     | 20,993 |   |                                     |   | 181  |                                  |  |   | 21,174                 |   |  |             | 19,771 |   |             |   | 118  |                        |  |   | 19,889      |   |  |             | 21,187 |   |  |   | 222  |   |  |   | 21,409 |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Loss from operations                                                        |  |                                     | (594   | ) |                                     |   | (239 | )                                |  |   | (833                   | ) |  |             | (908   | ) |             |   | (219 | )                      |  |   | (1,127      | ) |  |             | (3,530 | ) |  |   | (341 | ) |  |   | (3,871 | )
|Interest and other income, net                                              |  |                                     | 1,169  |   |                                     |   |     |                                  |  |   | 1,169                  |   |  |             | 1,078  |   |             |   |     |                        |  |   | 1,078       |   |  |             | 800    |   |  |   |     |   |  |   | 800    |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Loss before provision for income taxes                                      |  |                                     | 575    |   |                                     |   | (239 | )                                |  |   | 336                    |   |  |             | 170    |   |             |   | (219 | )                      |  |   | (49         | ) |  |             | (2,730 | ) |  |   | (341 | ) |  |   | (3,071 | )
|Provision for income taxes                                                  |  |                                     | 285    |   |                                     |   |     |                                  |  |   | 285                    |   |  |             | 262    |   |             |   |     |                        |  |   | 262         |   |  |             | 273    |   |  |   |     |   |  |   | 273    |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Net loss                                                                    |  | $                                   | 290    |   |                                     | $ | (239 | )                                |  | $ | 51                     |   |  | $           | (92    | ) |             | $ | (219 | )                      |  | $ | (311        | ) |  | $           | (3,003 | ) |  | $ | (341 | ) |  |   | (3,344 | )
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Net loss per share:                                                         |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Basic and diluted                                                           |  | $                                   | 0.01   |   |                                     |   |      |                                  |  | $ | 0.00                   |   |  | $           | (0.00  | ) |             |   |      |                        |  | $ | (0.01       | ) |  | $           | (0.06  | ) |  |   |      |   |  | $ | (0.06  | )
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Weighted average shares                                                     |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|Basic                                                                       |  |                                     | 53,058 |   |                                     |   |      |                                  |  |   | 53,058                 |   |  |             | 52,677 |   |             |   |      |                        |  |   | 52,677      |   |  |             | 52,442 |   |  |   |      |   |  |   | 52,442 |  
|Diluted                                                                     |  |                                     | 54,840 |   |                                     |   |      |                                  |  |   | 54,840                 |   |  |             | 52,677 |   |             |   |      |                        |  |   | 52,677      |   |  |             | 52,442 |   |  |   |      |   |  |   | 52,442 |  
|                                                                            |  |                                     |        |   |                                     |   |      |                                  |  |   |                        |   |  |             |        |   |             |   |      |                        |  |   |             |   |  |             |        |   |  |   |      |   |  |   |        |  
|(1)   The amounts
in the lines above include stock compensation as follows: | 
|Cost of service revenue                                                     |  | $                                   | 36     |   |                                     | $ | 58   |                                  |  | $ | 94                     |   |  | $           | 53     |   |             | $ | 101  |                        |  | $ | 154         |   |  | $           | 90     |   |  | $ | 119  |   |  | $ | 209    |  
|Sales and marketing                                                         |  |                                     | 87     |   |                                     |   | 144  |                                  |  |   | 231                    |   |  |             | 85     |   |             |   | 176  |                        |  |   | 261         |   |  |             | 159    |   |  |   | 410  |   |  |   | 569    |  
|Research and development                                                    |  |                                     | 2      |   |                                     |   | 16   |                                  |  |   | 18                     |   |  |             | 8      |   |             |   | (110 | )                      |  |   | (102        | ) |  |             | 15     |   |  |   | (52  | ) |  |   | (37    | )
|General and administrative                                                  |  |                                     | 34     |   |                                     |   | 21   |                                  |  |   | 55                     |   |  |             | 51     |   |             |   | 52   |                        |  |   | 103         |   |  |             | 72     |   |  |   | (136 | ) |  |   | (64    | )



65



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##### Table of Contents

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | --------------------------------- | - | ---- | -------------------------------- |  | - | --------------------- | - |  | ----------- | ------- | - | ---------- | - | ---- | --------------------- |  | - | ----------- | - |  | ---------- | ------- | - |  | - | ---- | - |  | - | ------- | -
|                                                                                |  | Nine Months Ended January 31, 2005 |         |   | Six Months Ended October 31, 2004 |   |      | Three Months Ended July 31, 2004 | 
|                                                                                |  | As PreviouslyReported              |         |   | Adjustments                       |   |      | AsRestated                       |  |   | As PreviouslyReported |   |  | Adjustments |         |   | AsRestated |   |      | As PreviouslyReported |  |   | Adjustments |   |  | AsRestated |        
|Cash flows from operating activities:                                           |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net loss                                                                        |  | $                                  | (2,805  | ) |                                   | $ | (799 | )                                |  | $ | (3,604                | ) |  | $           | (3,095  | ) |            | $ | (560 | )                     |  | $ | (3,655      | ) |  | $          | (3,003  | ) |  | $ | (341 | ) |  | $ | (3,344  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Provision for doubtful accounts                                                 |  |                                    | 413     |   |                                   |   |     |                                  |  |   | 413                   |   |  |             | 175     |   |            |   |     |                       |  |   | 175         |   |  |            | 100     |   |  |   |     |   |  |   | 100     |  
|Depreciation and amortization                                                   |  |                                    | 5,684   |   |                                   |   | 157  |                                  |  |   | 5,841                 |   |  |             | 4,005   |   |            |   |     |                       |  |   | 4,005       |   |  |            | 2,171   |   |  |   |     |   |  |   | 2,171   |  
|Stock compensation                                                              |  |                                    | 692     |   |                                   |   | 799  |                                  |  |   | 1,491                 |   |  |             | 533     |   |            |   | 560  |                       |  |   | 1,093       |   |  |            | 336     |   |  |   | 341  |   |  |   | 677     |  
|Non-cash portion of restructuring and other charges                             |  |                                    | 39      |   |                                   |   |     |                                  |  |   | 39                    |   |  |             | 39      |   |            |   |     |                       |  |   | 39          |   |  |            | 39      |   |  |   |     |   |  |   | 39      |  
|Changes in operating assets and liabilities, net of acquisitions:               |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Accounts receivable                                                             |  |                                    | (3,164  | ) |                                   |   | 36   |                                  |  |   | (3,128                | ) |  |             | (571    | ) |            |   | (4   | )                     |  |   | (575        | ) |  |            | (1,194  | ) |  |   | 4    |   |  |   | (1,190  | )
|Other assets, current and non-current                                           |  |                                    | (1,209  | ) |                                   |   | (24  | )                                |  |   | (1,233                | ) |  |             | 117     |   |            |   | (3   | )                     |  |   | 114         |   |  |            | (315    | ) |  |   | 4    |   |  |   | (311    | )
|Accounts payable                                                                |  |                                    | 1,254   |   |                                   |   | 72   |                                  |  |   | 1,326                 |   |  |             | 2,213   |   |            |   | 55   |                       |  |   | 2,268       |   |  |            | 1,270   |   |  |   | 13   |   |  |   | 1,283   |  
|Accrued expenses and other liabilities, current and non-current                 |  |                                    | (2,679  | ) |                                   |   | 545  |                                  |  |   | (2,134                | ) |  |             | (2,527  | ) |            |   | 528  |                       |  |   | (1,999      | ) |  |            | (1,200  | ) |  |   | 333  |   |  |   | (867    | )
|Deferred revenue                                                                |  |                                    | 3,020   |   |                                   |   | (93  | )                                |  |   | 2,927                 |   |  |             | (2,942  | ) |            |   | 8    |                       |  |   | (2,934      | ) |  |            | (221    | ) |  |   | 12   |   |  |   | (209    | )
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by operating activities                                       |  |                                    | 1,245   |   |                                   |   | 693  |                                  |  |   | 1,938                 |   |  |             | (2,053  | ) |            |   | 584  |                       |  |   | (1,469      | ) |  |            | (2,017  | ) |  |   | 366  |   |  |   | (1,651  | )
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash flows from investing activities:                                           |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Purchases of investments                                                        |  |                                    | (92,071 | ) |                                   |   |     |                                  |  |   | (92,071               | ) |  |             | (68,957 | ) |            |   | 1    |                       |  |   | (68,956     | ) |  |            | (47,085 | ) |  |   | 1    |   |  |   | (47,084 | )
|Proceeds from maturities and sales of investments                               |  |                                    | 133,350 |   |                                   |   |     |                                  |  |   | 133,350               |   |  |             | 121,350 |   |            |   |     |                       |  |   | 121,350     |   |  |            | 57,225  |   |  |   |     |   |  |   | 57,225  |  
|Cash paid in business combinations, net of cash acquired                        |  |                                    | (761    | ) |                                   |   |     |                                  |  |   | (761                  | ) |  |             | (788    | ) |            |   |     |                       |  |   | (788        | ) |  |            | (266    | ) |  |   |     |   |  |   | (266    | )
|Acquisition of property and equipment                                           |  |                                    | (3,188  | ) |                                   |   | 20   |                                  |  |   | (3,168                | ) |  |             | (2,167  | ) |            |   | 2    |                       |  |   | (2,165      | ) |  |            | (812    | ) |  |   | 10   |   |  |   | (802    | )
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by investing activities                                       |  |                                    | 37,330  |   |                                   |   | 20   |                                  |  |   | 37,350                |   |  |             | 49,438  |   |            |   | 3    |                       |  |   | 49,441      |   |  |            | 9,062   |   |  |   | 11   |   |  |   | 9,073   |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash flows from financing activities:                                           |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Proceeds from issuance of common stock, net of repurchases                      |  |                                    | 5,265   |   |                                   |   |     |                                  |  |   | 5,265                 |   |  |             | 2,183   |   |            |   |     |                       |  |   | 2,183       |   |  |            | 632     |   |  |   |     |   |  |   | 632     |  
|Repayment of notes receivable from stockholders                                 |  |                                    | 6       |   |                                   |   |     |                                  |  |   | 6                     |   |  |             | 6       |   |            |   |     |                       |  |   | 6           |   |  |            | 4       |   |  |   | (1   | ) |  |   | 3       |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net cash provided by financing activities                                       |  |                                    | 5,271   |   |                                   |   |     |                                  |  |   | 5,271                 |   |  |             | 2,189   |   |            |   |     |                       |  |   | 2,189       |   |  |            | 636     |   |  |   | (1   | ) |  |   | 635     |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Effect of exchange rate changes on cash                                         |  |                                    | 1,138   |   |                                   |   | (713 | )                                |  |   | 425                   |   |  |             | 567     |   |            |   | (587 | )                     |  |   | (20         | ) |  |            | 326     |   |  |   | (376 | ) |  |   | (50     | )
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Net increase in cash and cash equivalents                                       |  |                                    | 44,984  |   |                                   |   |     |                                  |  |   | 44,984                |   |  |             | 50,141  |   |            |   |     |                       |  |   | 50,141      |   |  |            | 8,007   |   |  |   |     |   |  |   | 8,007   |  
|Cash and cash equivalents at beginning of period                                |  |                                    | 45,337  |   |                                   |   |     |                                  |  |   | 45,337                |   |  |             | 45,337  |   |            |   |     |                       |  |   | 45,337      |   |  |            | 45,337  |   |  |   |     |   |  |   | 45,337  |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash and cash equivalents at end of period                                      |  | $                                  | 90,321  |   |                                   | $ |     |                                  |  | $ | 90,321                |   |  | $           | 95,478  |   |            | $ |     |                       |  | $ | 95,478      |   |  | $          | 53,344  |   |  | $ |     |   |  | $ | 53,344  |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Supplementary disclosure of cash flows information                              |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  
|Cash paid during the period for taxes                                           |  | $                                  | 368     |   |                                   | $ |     |                                  |  | $ | 368                   |   |  | $           | 199     |   |            | $ |     |                       |  | $ | 199         |   |  | $          | 173     |   |  | $ |     |   |  | $ | 173     |  
|                                                                                |  |                                    |         |   |                                   |   |      |                                  |  |   |                       |   |  |             |         |   |            |   |      |                       |  |   |             |   |  |            |         |   |  |   |      |   |  |   |         |  



66



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##### Table of Contents

For each of the first three quarters in our fiscal year ended April 30, 2006, the total cumulative
adjustments on our consolidated balance sheets resulting from our restatement of stock compensation expense, although netting to zero in each quarter, are to increase additional paid-in capital, and increase our accumulated deficit, by $69.6
million.



For each of the first three quarters in our fiscal
year ended April 30, 2006, the impact of the adjustments on our consolidated statement of cash flows resulting from our related restatement, although netting to zero, is as follows: (a) for the quarter ended July 31, 2005, cash flows
from operating activities increased $171,000, principally as a result of an increase in cash from accounts receivable, and cash flows from financing activities increased by $17,000, offset by a $188,000 decrease in cash flows from investing
activities, principally as a result of a decrease in cash paid in business combinations; (b) for the quarter ended October 31, 2005, cash flows from operating activities decreased $367,000, principally as a result of a decease in accrued
expenses and other liabilities, and cash flows from investing activities decreased by $225,000, principally as a result of a decrease in cash paid in business combinations, offset by a $592,000 increase in cash flows from financing activities, all
of which is as a result of an increase in the effect of exchange rate changes on cash; and (c) for the quarter ended January 31, 2006, cash flows from operating activities increased $1,039,000, principally as result of an increase in cash
from accounts receivable and an increase in accrued expenses and other liabilities, offset by a $242,000 decrease in cash flows from investing activities, principally as a result of a decrease in cash paid in business combinations, and a $797,000
decrease in cash flows from financing activities, all of which is as a result of an increase in the effect of exchange rates on cash.



For each of the first three quarters in our fiscal year ended April 30, 2005, the impact of the adjustments on our consolidated balance sheet
resulting from our restatement of stock compensation expense, although netting to zero in each quarter, is as follows: (a) for the quarter ended July 31, 2004, an increase of $79.4 million to additional paid-in capital, offset by an
increase to our accumulated deficit of $68.8 million and an increase to our unearned stock compensation of $10.6 million; (b) for the quarter ended October 31, 2004, an increase of $79.2 million to additional paid-in capital, offset by an
increase to our accumulated deficit of $69.0 million and an increase to our unearned stock compensation of $10.2 million; and (c) for the quarter ended January 31, 2005, an increase of $79.2 million to additional paid-in capital, offset by
an increase to our accumulated deficit of $69.2 and an increase of $10.0 million to our unearned stock compensation expense.



For each of the first three quarters in our fiscal year ended April 30, 2005, the impact on our consolidated statement of operations of the
adjustments resulting from our restatement of stock compensation expense is as follows: (a) in the quarter ended July 31, 2004, an aggregate net increase of $341,000 to the $336,000 in stock compensation expense previously reported;
(b) in the quarter ended October 31, 2004, an aggregate net increase of $219,000 to the $197,000 in stock compensation expense previously reported; and (c) in the quarter ended January 31, 2005, an aggregate net increase of
$239,000 to the $159,000 in stock compensation expense previously reported.



For each of the first three quarters in our fiscal year ended April 30, 2005, the impact of the adjustments on our consolidated statement of cash flows resulting from our related restatement, although netting to
zero, is as follows: (a) for the quarter ended July 31, 2004, cash flows from operating activities increased $366,000, principally as a result of an increase in accrued expenses and other liabilities, and cash flows from financing
activities increased by $11,000, offset by a $376,000 decrease in cash flows from investing activities, principally as a result of a decrease in the effect of exchange rate changes on cash; (b) for the quarter ended October 31, 2004, cash
flows from operating activities increased $584,000, principally as a result of an increase in accrued expenses and other liabilities, and cash flows from investing activities increased by $3,000, offset by a $587,000 decrease in cash flows from
financing activities, all of which is as a result of a decrease in the effect of exchange rate changes on cash; and (c) for the quarter ended January 31, 2005, cash flows from operating activities increased $693,000, principally as result
of an increase in accrued expenses and other liabilities, and cash flows from investing activities increased by $20,000, offset by a $713,000 decrease in cash flows from financing activities, all of which is as a result of a decrease in the effect
of exchange rates on cash.



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Contractual Obligations and Commitments



Our contractual obligations and commitments mainly consist of operating leases for facilities and future royalty payments.
Our future fixed commitments consisted of the following as of April 30, 2006 (in thousands):



|                                        |  |                        |        |                 |   |             |  |             |       |              |   |       |  |   |    
|--------------------------------------- |  | ---------------------- | ------ | --------------- | - | ----------- |  | ----------- | ----- | ------------ | - | ----- |  | - | ---
|                                        |  | Payments Due by Period
|Contractual Obligations and Commitments |  | TotalAmountsCommitted  |        | Less than1 year |   | 1 - 3 years |  | 4 - 5 years |       | Over 5 years
|Operating leases (1)                    |  | $                      | 11,190 |                 | $ | 3,463       |  | $           | 4,296 |              | $ | 3,092 |  | $ | 339
|Purchase commitments (2)                |  |                        | 3,836  |                 |   | 1,856       |  |             | 1,980 |              |   |      |  |   |   
|Others (3)                              |  |                        | 1,258  |                 |   | 366         |  |             | 132   |              |   | 101   |  |   | 659
|                                        |  |                        |        |                 |   |             |  |             |       |              |   |       |  |   |    
|Total                                   |  | $                      | 16,284 |                 | $ | 5,685       |  | $           | 6,408 |              | $ | 3,193 |  | $ | 998
|                                        |  |                        |        |                 |   |             |  |             |       |              |   |       |  |   |    

---

|(1) |  | Operating lease obligations have not been reduced by estimated sublease income of $131,000. Operating lease obligations also include $744,000 of accrued excess facilities costs. We
lease facilities under non-cancelable operating leases that expire through July 2011.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | In connection with our acquisition of Eigner, we assumed a commitment for monthly payments through fiscal 2007 and quarterly payments through fiscal 2008 to purchase software
license and consulting services from a vendor to Eigner
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Others consists of a mortgage loan (payable in equal quarterly installments of approximately $8,000 plus variable interest ratecurrently at 3.5%, until year 2027, and
collateralized by our land and building located at Egerkingen, Switzerland) and a purchase commitment of $30,000 per month until May 2007.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We sell our software licenses and services to our customers under software license agreements. Each software license agreement contains the relevant terms
of the contractual arrangement with the customer, and generally includes provisions that indemnify the customer against losses, expenses, and liabilities from damages that may be awarded against the customer in the event our software is found to
infringe upon a third-party patent, copyright, trademark, or other proprietary right. The software license agreement generally limits the scope of and remedies for such indemnification obligations in a variety of industry-standard respects,
including, but not limited to, certain time- and geography-based scope limitations and a right to replace an infringing product.



We believe our internal development processes and other policies and practices limit our exposure related to the indemnification provisions of our
software license agreements. To date, we have not had to reimburse any of our customers for any losses related to these indemnification provisions and we are not aware of any material claims. Accordingly, we have not accrued any liabilities related
to such indemnification provisions in our accompanying consolidated financial statements. We evaluate estimated losses for such indemnification provisions under SFAS No. 5 Accounting for Contingencies, as interpreted by FIN
No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. We require our employees to sign a proprietary information and inventions agreement,
which protects our confidential and proprietary information and assigns the rights of our employees development work to us.



We do not have any off-balance-sheet arrangements with unconsolidated entities or related parties and, accordingly, our liquidity and capital resources
are not subject to off-balance-sheet risks from unconsolidated entities.



Nasdaq Delisting



As a result of the
delayed filing of our periodic reports with the SEC, on August 1, 2006, we received a Nasdaq staff determination letter indicating that we had failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule
4310(c)(14), due to our failure to timely file our Annual Report on Form 10-K for fiscal 2006, and that our securities are, therefore, subject to delisting from the Nasdaq Global Market. We received and announced two additional Nasdaq staff
determination letters with respect to our failure to timely file our Quarterly Reports on Form 10-Q for the first and second quarters of fiscal 2007. We



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requested and subsequently attended a hearing before the Nasdaq Listing Qualifications Panel (Listing Panel), which was held on
September 14, 2006, to appeal the staff determination and presented a plan to cure both filing deficiencies and regain compliance. On October 11, 2006, Nasdaq notified us that the exception had been granted, and that it would continue to
list our shares on the Nasdaq Global Market, provided that we file our Form 10-K for fiscal 2006, our Form 10-Q for the first quarter of fiscal 2007, and all required restatements on or before January 8, 2007. Although we were unable to meet
this condition by January 8, 2007, the Nasdaq Listing and Hearing Review Council (Listing Council), pursuant to its discretionary authority under Marketplace Rule 4807(b), has decided to review the decision of the Listing Panel, and
has stayed the decision to suspend our securities from trading, pending further action by the Listing Council. Our stock will continue to be listed on the Nasdaq Global Market pending the decision by the Listing Council on our request for a further
extension within which to comply with the listing rules. Upon the filing of this Form 10-K for fiscal 2006 and our Form 10-Q for our quarters ended July 31, 2006 and October 31, 2006, we will be current with our filing requirements under the
Securities and Exchange Act of 1934 and, as a result, expect that we should no longer be subject to delisting from the Nasdaq Global Market.



Recent Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157, Fair Value Measures (SFAS 157). SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS No. 157 will have a material impact on our financial position, results of operations, or cash flows.



In September 2006, the SEC Staff released Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 provides guidance on the process of quantifying materiality
of financial statement misstatements. SAB No. 108 is effective for fiscal years ending after November 15, 2006, with early application for the first interim period ending after November 15, 2006. We do not expect the adoption of SAB
No. 108 will have a material impact on our financial position, results of operations, or cash flows.



In July 2006, FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement
No. 109 (FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements the impact of a tax position if that position is more likely
than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of our 2008 fiscal year. The differences between the amounts recognized in the statements of financial
position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. We are currently in the process of evaluating the effect
of FIN48 on our financial position and results of operations and, therefore, are unable to estimate the effect on our consolidated financial statements.



In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. This new standard replaces APB Opinion
No. 20, Accounting Changes in Interim Financial Statements, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and represents another step in the FASBs goal to converge
its standards with those issued by the International Accounting Standards Board (IASB). Among other changes, SFAS 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting
principle unless it is impracticable. SFAS 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in
accounting principle, and (2) a correction of errors in previously issued financial statements should be termed a restatement. The new standard is effective for accounting



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changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting
changes and correction of errors made in fiscal years beginning after June 1, 2005. The adoption of SFAS No. 154 as of May 1, 2006 will not have a material impact on our consolidated financial statements.



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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Foreign Currency Risk



We develop and market our products in North America, Europe, and the Asia-Pacific regions. As a result of our non-North American business activities, our
financial results could be affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets, and there is no assurance that exchange rate fluctuations will not harm our business in the future. We sell
our products in certain countries, including Canada, Germany, Japan, Switzerland, United Kingdom and Taiwan, in the local currency for the respective country. This provides some natural hedging because most of the subsidiaries operating
expenses are denominated in their local currencies. Regardless of this natural hedging, our results of operations may be adversely impacted by the exchange rate fluctuation. Although we will continue to monitor our exposure to currency fluctuations,
and, where appropriate, may use financial hedging techniques in the future to minimize the effect of these fluctuations, we are not currently engaged in any financial hedging transactions.



Interest Rate Risk



Our interest income is sensitive to changes in the general level of U.S. short-term interest rates, particularly since all
of our investments are in instruments with maturities of less than two years. The primary objective of our investment activities is to preserve principal while at the same time maximize the income we receive from our investments without
significantly increasing risk. Some of the securities that we have invested in may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. For example, if we
hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the principal amount of our investment will probably decline. To minimize this risk, we maintain our entire
portfolio of cash in money market funds and investments with maturities of less than two years, which are not subject to significant market risk because the interest paid on such funds fluctuates with the prevailing interest rate.



The table below represents principal amounts and related weighted-average
interest rates by year of maturity of our investment portfolio (in thousands, except interest rates).



|                                         |  |                           |         |   |                                |   |        |       |  |   |         |  
|---------------------------------------- |  | ------------------------- | ------- | - | ------------------------------ | - | ------ | ----- |  | - | ------- | -
|                                         |  | Maturing Within 12 months |         |   | Maturing between 1 and 2 years |   |        | Total | 
|Cash equivalents                         |  | $                         | 112,119 |   |                                | $ |       |       |  | $ | 112,119 |  
|Weighted average interest rate           |  |                           | 4.80    | % |                                |   |       | %     |  |   | 4.80    | %
|Investments in fixed maturity securities |  | $                         | 47,788  |   |                                | $ | 28,762 |       |  | $ | 76,550  |  
|Weighted average interest rate           |  |                           | 3.77    | % |                                |   | 4.99   | %     |  |   | 4.23    | %
|                                         |  |                           |         |   |                                |   |        |       |  |   |         |  
|Total                                    |  | $                         | 159,907 |   |                                | $ | 28,762 |       |  | $ | 188,669 |  
|                                         |  |                           |         |   |                                |   |        |       |  |   |         |  
|Weighted average interest rate           |  |                           | 4.49    | % |                                |   | 4.99   | %     |  |   | 4.57    | %



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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



AGILE SOFTWARE CORPORATION



INDEX TO
FINANCIAL STATEMENTS



|                                                           |  |     
|---------------------------------------------------------- |  | ----
|                                                           |  | Page
|Consolidated Financial Statements:                         |  |     
|                                                           | 
|Report of Independent Registered Public Accounting Firm    |  | 73  
|                                                           | 
|Consolidated Balance Sheets                                |  | 76  
|                                                           | 
|Consolidated Statements of Operations                      |  | 77  
|                                                           | 
|Consolidated Statements of Stockholders Equity            |  | 78  
|                                                           | 
|Consolidated Statements of Cash Flows                      |  | 79  
|                                                           | 
|Notes to Consolidated Financial Statements                 |  | 80  
|                                                           | 
|Financial Statement Schedule:                              |  |     
|                                                           | 
|Schedule IIConsolidated Valuation and Qualifying Accounts |  | 114 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of Agile Software Corporation:



We have completed integrated audits of Agile Software Corporations 2006 and 2005 consolidated financial statements and
of its internal control over financial reporting as of April 30, 2006 and an audit of its 2004 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions,
based on our audits, are presented below.



Consolidated financial
statements and financial statement schedule



In our opinion, the consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of Agile Software Corporation (the Company) and its subsidiaries at April 30, 2006 and 2005, and the results of their operations and their cash flows for each of the three
years in the period ended April 30, 2006 in conformity with accounting principles generally accepted in the United States of America (GAAP). In addition, in our opinion, the financial statement schedule listed in the accompanying
index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



As discussed in Note 2 to the consolidated financial statements, the Company has restated its fiscal 2005 and fiscal 2004 consolidated financial statements.



As discussed in Note 12 to the consolidated financial statements, the Company
changed the manner in which it accounts for share-based compensation for the year ended April 30, 2006.



Internal control over financial reporting



Also, we have audited managements assessment, included in Managements Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company did not maintain effective internal
control over financial reporting as of April 30, 2006, because the Company did not maintain an effective control environment in its Taiwan operations, and did not maintain effective controls over the completeness and accuracy of its reseller
revenue, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of the
Companys internal control over financial reporting based on our audit.



We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.



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A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.



A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be
prevented or detected. The following material weaknesses have been identified and included in managements assessment.



As of April 30, 2006, the Company did not maintain an effective control environment in its Taiwan operations. Specifically: (i) the
Companys program of annual certification by employees of compliance with the Code of Business Conduct and Ethics (Code of Conduct) did not require annual certification of compliance by the employee; (ii) The Company did not
provide training programs concerning the Code of Conduct to every employee in all offices outside of the United States; (iii) Processes surrounding the Companys quarterly certifications by sales personnel did not require all sales
personnel to certify understanding of and compliance with revenue recognition policies and as to authenticity of sales documentation, and other certifications were not obtained from certain key employees; (iv) The Companys employee hiring
background review procedures did not require background reviews of all prospective employees; (v) The Companys policies concerning qualification, retention, monitoring and evaluation of resellers did not require sufficient oversight by
management; and (vi) The Companys standard reseller agreements did not require representations concerning the independence of and absence of conflicts between the reseller and the Company. This control deficiency permitted management at
the Companys Taiwanese subsidiary to enter into improper arrangements made with a reseller, which were not detected in a timely manner and could have resulted in a misstatement of the Companys accounts and disclosures that would have
resulted in a material misstatement of its annual or interim consolidated financial statements and would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness.



As of April 30, 2006 the Company did not maintain
effective controls over the completeness and accuracy of its reseller revenue. Specifically, the Company did not maintain effective controls over the completeness and accuracy of reseller revenue related to certain transactions within its Taiwanese
subsidiary to ensure that the reseller revenue of such transactions was recorded in accordance with GAAP. This control deficiency resulted in an audit adjustment to the 2006 consolidated financial statements. Additionally, this control deficiency
could have resulted in a misstatement of the Companys revenue, deferred revenue and accounts receivable that would have resulted in a material misstatement of its annual or interim consolidated financial statements that would not have been
prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness.



These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2006 consolidated
financial statements, and our opinion regarding the effectiveness of the Companys internal control over financial reporting does not affect our opinion on those consolidated financial statements.



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In our opinion, managements assessment that the Company did not maintain effective internal control
over financial reporting as of April 30, 2006, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the COSO. Also, in our opinion, because of the effects of
the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 30, 2006, based on criteria established in
Internal ControlIntegrated Framework issued by the COSO.



/s/    PRICEWATERHOUSECOOPERS LLP



San Jose, California

March 1, 2007



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AGILE SOFTWARE CORPORATION



CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                                       |  |           |          |   |             |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | -------- | - | ----------- | - | -------- | -
|                                                                                                                                                       |  | April 30, |         
|                                                                                                                                                       |  | 2006      |          |   | 2005        |  
|                                                                                                                                                       |  |           |          |   | As Restated |  
|A S S E T S                                                                                                                                            |  |           |          |   |             |  
|Current assets:                                                                                                                                        |  |           |          |   |             |   |          |  
|Cash and cash equivalents                                                                                                                              |  | $         | 126,749  |   |             | $ | 81,760   |  
|Short-term investments                                                                                                                                 |  |           | 47,788   |   |             |   | 93,444   |  
|Accounts receivable, net of allowance for doubtful accounts of $1,788 and $1,892 as of April 30, 2006 and 2005,
respectively                           |  |           | 26,673   |   |             |   | 26,899   |  
|Other current assets                                                                                                                                   |  |           | 4,306    |   |             |   | 5,157    |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total current assets                                                                                                                                   |  |           | 205,516  |   |             |   | 207,260  |  
|Long-term investments                                                                                                                                  |  |           | 28,762   |   |             |   | 23,176   |  
|Property and equipment, net                                                                                                                            |  |           | 8,697    |   |             |   | 10,067   |  
|Intangible assets, net                                                                                                                                 |  |           | 7,052    |   |             |   | 12,735   |  
|Other assets                                                                                                                                           |  |           | 1,593    |   |             |   | 1,127    |  
|Goodwill                                                                                                                                               |  |           | 66,687   |   |             |   | 66,658   |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total assets                                                                                                                                           |  | $         | 318,307  |   |             | $ | 321,023  |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|L I A B I L I T I E S  A N D  S T O C K H O L D E R S  E
 Q U I T Y                                                                                   |  |           |          |   |             |   |          |  
|                                                                                                                                                       |  |          
|Current liabilities:                                                                                                                                   |  |           |          |   |             |   |          |  
|Accounts payable                                                                                                                                       |  | $         | 5,762    |   |             | $ | 8,409    |  
|Accrued expenses and other current liabilities                                                                                                         |  |           | 17,399   |   |             |   | 16,275   |  
|Accrued restructuring, current                                                                                                                         |  |           | 2,067    |   |             |   | 2,010    |  
|Deferred revenue                                                                                                                                       |  |           | 29,037   |   |             |   | 25,190   |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total current liabilities                                                                                                                              |  |           | 54,265   |   |             |   | 51,884   |  
|Accrued restructuring, non-current                                                                                                                     |  |           | 206      |   |             |   | 615      |  
|Other non-current liabilities                                                                                                                          |  |           | 5,547    |   |             |   | 7,643    |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total liabilities                                                                                                                                      |  |           | 60,018   |   |             |   | 60,142   |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Commitments and contingencies (Note 13)                                                                                                                |  |           |          |   |             |   |          |  
|                                                                                                                                                       |  |          
|Stockholders equity:                                                                                                                                  |  |           |          |   |             |   |          |  
|Preferred Stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding                                                           |  |           |         |   |             |   |         |  
|Common Stock. $0.001 par value; 200,000 shares authorized, 57,713 and 53,579 shares issued and outstanding as of April 30, 2006 and 2005,
respectively |  |           | 58       |   |             |   | 54       |  
|Additional paid-in capital                                                                                                                             |  |           | 628,750  |   |             |   | 631,034  |  
|Notes receivable from stockholders                                                                                                                     |  |           | (48      | ) |             |   | (77      | )
|Unearned stock compensation                                                                                                                            |  |           |         |   |             |   | (10,079  | )
|Accumulated other comprehensive loss                                                                                                                   |  |           | (728     | ) |             |   | (1,391   | )
|Accumulated deficit                                                                                                                                    |  |           | (369,743 | ) |             |   | (358,660 | )
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total stockholders equity                                                                                                                             |  |           | 258,289  |   |             |   | 260,881  |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  
|Total liabilities and stockholders equity                                                                                                             |  | $         | 318,307  |   |             | $ | 321,023  |  
|                                                                                                                                                       |  |           |          |   |             |   |          |  



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



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AGILE SOFTWARE CORPORATION



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---------- | - | ------- | ---------- |  | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Fiscal Year Ended April 30, |        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 2006                        |         |   | 2005       |   |         | 2004       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   | AsRestated |   |         | AsRestated | 
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                             |         |   |            |   |         |            |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                           | 50,057  |   |            | $ | 46,406  |            |  | $ | 36,293  |  
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 82,012  |   |            |   | 70,581  |            |  |   | 60,012  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 132,069 |   |            |   | 116,987 |            |  |   | 96,305  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Cost of revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             |         |   |            |   |         |            |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 3,223   |   |            |   | 4,333   |            |  |   | 3,694   |  
|Service (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                             | 41,598  |   |            |   | 34,112  |            |  |   | 29,729  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             |        |   |            |   |        |            |  |   | 595     |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             | 2,901   |   |            |   | 1,245   |            |  |   | 709     |  
|Impairment of prepaid software licenses                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             |        |   |            |   |        |            |  |   | 471     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Total cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             | 47,722  |   |            |   | 39,690  |            |  |   | 35,198  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 84,347  |   |            |   | 77,297  |            |  |   | 61,107  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             |         |   |            |   |         |            |  |   |         |  
|Sales and marketing (1)                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 50,433  |   |            |   | 47,583  |            |  |   | 40,867  |  
|Research and development (1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 34,639  |   |            |   | 23,848  |            |  |   | 24,395  |  
|General and administrative (1)                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 13,125  |   |            |   | 11,727  |            |  |   | 11,529  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 745     |   |            |   |        |            |  |   | 1,091   |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             | 2,482   |   |            |   | 2,055   |            |  |   | 2,092   |  
|Acquired in-process research and development                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             |        |   |            |   | 1,700   |            |  |   | 500     |  
|Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                             | 2,386   |   |            |   | 2,132   |            |  |   | 8,730   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                             | 103,810 |   |            |   | 89,045  |            |  |   | 89,204  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Loss from operations                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                             | (19,463 | ) |            |   | (11,747 | )          |  |   | (28,097 | )
|Other income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             |         |   |            |   |         |            |  |   |         |  
|Interest and other income, net                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 5,428   |   |            |   | 4,068   |            |  |   | 3,093   |  
|Loss from foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             |        |   |            |   |        |            |  |   | (639    | )
|Gain on sale of investment                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                             | 6,389   |   |            |   |        |            |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Loss before provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             | (7,646  | ) |            |   | (7,679  | )          |  |   | (25,643 | )
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                             | 742     |   |            |   | 714     |            |  |   | 1,294   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $                           | (8,388  | ) |            | $ | (8,393  | )          |  | $ | (26,937 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             |         |   |            |   |         |            |  |   |         |  
|Basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $                           | (0.15   | ) |            | $ | (0.16   | )          |  | $ | (0.54   | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|Weighted average shares                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 54,269  |   |            |   | 52,914  |            |  |   | 50,191  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |            |   |         |            |  |   |         |  
|(1)    Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation
was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts in the lines above include stock
compensation as follows: | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |        
|Cost of service revenue                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                           | 597     |   |            | $ | 558     |            |  | $ | 736     |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             | 2,233   |   |            |   | 1,439   |            |  |   | 2,565   |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                             | 508     |   |            |   | (36     | )          |  |   | 1,248   |  
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                             | 1,006   |   |            |   | 171     |            |  |   | 2,575   |  



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



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##### Table of Contents

AGILE SOFTWARE CORPORATION



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(In thousands)



|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------ | - | ------------------------ | ------ | -- | ------------------------------- | - | ------- | ------------------------- |  | - | ------------------------------------------ | - |  | ------------------ | ------- | - | ----------- | - | ------ | ----------------- |  | - | ----------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                        |  | Common Stock |   | AdditionalPaid-inCapital |        |    | NotesReceivableFromStockholders |   |         | UnearnedStockCompensation |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | AccumulatedDeficit |         |   | Total       |   |        | ComprehensiveLoss | 
|                                                                                                                        |  | Shares       |   |                          | Amount |    |                                 |   |         |                           |  |  
|                                                                                                                        |  |              |   |                          |        |    | As Restated                     |   |         |                           |  |   | As Restated                                |   |  |                    |         |   | As Restated |   |        | As Restated       |  |   | As Restated |  
|Balance at April 30, 2003, as previously reported                                                                       |  | 49,148       |   |                          |        | 49 |                                 |   | 516,056 |                           |  |   | (186                                       | ) |  |                    | (2,030  | ) |             |   | 93     |                   |  |   | (257,736    | ) |  |   | 256,246 |   |  | $ | (36,130 | )
|Cumulative effect of restatement                                                                                        |  |             |   |                          |        |   |                                 |   | 83,075  |                           |  |   |                                           |   |  |                    | (17,481 | ) |             |   |       |                   |  |   | (65,594     | ) |  |   |        |   |  |   |        |  
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|Balance at April 30, 2003, as restated                                                                                  |  | 49,148       |   |                          |        | 49 |                                 |   | 599,131 |                           |  |   | (186                                       | ) |  |                    | (19,511 | ) |             |   | 93     |                   |  |   | (323,330    | ) |  |   | 256,246 |   |  | $ | (36,130 | )
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|Repurchases of unvested Common Stock                                                                                    |  | (8           | ) |                          |        |   |                                 |   | (5      | )                         |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | (5      | ) |  |   |        |  
|Issuance of Common Stock on exercise of options                                                                         |  | 1,215        |   |                          |        | 1  |                                 |   | 8,087   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 8,088   |   |  |   |        |  
|Issuance of Common Stock under Employee Stock Purchase Plan                                                             |  | 263          |   |                          |        |   |                                 |   | 1,766   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 1,766   |   |  |   |        |  
|Unrealized loss on investments                                                                                          |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | (391   | )                 |  |   |            |   |  |   | (391    | ) |  |   | (391    | )
|Foreign currency translation adjustment                                                                                 |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | (134   | )                 |  |   |            |   |  |   | (134    | ) |  |   | (134    | )
|Repayment of notes receivable from stockholders                                                                         |  |             |   |                          |        |   |                                 |   |        |                           |  |   | 103                                        |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 103     |   |  |   |        |  
|Unearned stock compensation                                                                                             |  |             |   |                          |        |   |                                 |   | 390     |                           |  |   |                                           |   |  |                    | 2,451   |   |             |   |       |                   |  |   |            |   |  |   | 2,842   |   |  |   |        |  
|Amortization of unearned stock compensation                                                                             |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    | 4,282   |   |             |   |       |                   |  |   |            |   |  |   | 4,282   |   |  |   |        |  
|Issuance of Common Stock in acquisition                                                                                 |  | 1,795        |   |                          |        | 2  |                                 |   | 15,632  |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 15,634  |   |  |   |        |  
|Net loss                                                                                                                |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   | (26,937     | ) |  |   | (26,937 | ) |  |   | (26,937 | )
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|Balance at April 30, 2004, as restated                                                                                  |  | 52,413       |   |                          | $      | 52 |                                 | $ | 625,002 |                           |  | $ | (83                                        | ) |  | $                  | (12,778 | ) |             | $ | (432   | )                 |  | $ | (350,267    | ) |  | $ | 261,494 |   |  | $ | (27,462 | )
|Issuance of Common Stock on exercise of options                                                                         |  | 843          |   |                          |        | 1  |                                 |   | 4,614   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 4,615   |   |  |   |        |  
|Issuance of Common Stock under Employee Stock Purchase Plan                                                             |  | 323          |   |                          |        | 1  |                                 |   | 1,986   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 1,987   |   |  |   |        |  
|Unrealized loss on investments                                                                                          |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | (602   | )                 |  |   |            |   |  |   | (602    | ) |  |   | (602    | )
|Foreign currency translation adjustment                                                                                 |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | (357   | )                 |  |   |            |   |  |   | (357    | ) |  |   | (357    | )
|Repayment of notes receivable from stockholders                                                                         |  |             |   |                          |        |   |                                 |   |        |                           |  |   | 6                                          |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 6       |   |  |   |        |  
|Unearned stock compensation                                                                                             |  |             |   |                          |        |   |                                 |   | (568    | )                         |  |   |                                           |   |  |                    | 1,767   |   |             |   |       |                   |  |   |            |   |  |   | 1,199   |   |  |   |        |  
|Amortization of unearned stock compensation                                                                             |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    | 932     |   |             |   |       |                   |  |   |            |   |  |   | 932     |   |  |   |        |  
|Net loss                                                                                                                |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   | (8,393      | ) |  |   | (8,393  | ) |  |   | (8,393  | )
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|Balance at April 30, 2005, as restated                                                                                  |  | 53,579       |   |                          | $      | 54 |                                 | $ | 631,034 |                           |  | $ | (77                                        | ) |  | $                  | (10,079 | ) |             | $ | (1,391 | )                 |  | $ | (358,660    | ) |  | $ | 260,881 |   |  | $ | (9,352  | )
|Issuance of Common Stock on exercise of options                                                                         |  | 4,384        |   |                          |        | 4  |                                 |   | 1,181   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 1,185   |   |  |   |        |  
|Shares withheld in payment of employee tax withholding (see Note 11Stock Compensation for description of this payment) |  | (432         | ) |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   | (2,695      | ) |  |   | (2,695  | ) |  |   |        |  
|Issuance of Common Stock under Employee Stock Purchase Plan                                                             |  | 399          |   |                          |        |   |                                 |   | 2,270   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 2,270   |   |  |   |        |  
|Forfeiture of common stock                                                                                              |  | (214         | ) |                          |        |   |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |        |   |  |   |        |  
|Unrealized gain on investments                                                                                          |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | 497    |                   |  |   |            |   |  |   | 497     |   |  |   | 497     |  
|Foreign currency translation adjustment                                                                                 |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   | 166    |                   |  |   |            |   |  |   | 166     |   |  |   | 166     |  
|Repayment of notes receivable from stockholders                                                                         |  | (3           | ) |                          |        |   |                                 |   |        |                           |  |   | 29                                         |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 29      |   |  |   |        |  
|Stock compensation                                                                                                      |  |             |   |                          |        |   |                                 |   | 4,344   |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   |            |   |  |   | 4,344   |   |  |   |        |  
|Reversal of unearned stock compensation upon the adoption of SFAS 123(R)                                                |  |             |   |                          |        |   |                                 |   | (10,079 | )                         |  |   |                                           |   |  |                    | 10,079  |   |             |   |       |                   |  |   |            |   |  |   |        |   |  |   |        |  
|Net loss                                                                                                                |  |             |   |                          |        |   |                                 |   |        |                           |  |   |                                           |   |  |                    |        |   |             |   |       |                   |  |   | (8,388      | ) |  |   | (8,388  | ) |  |   | (8,388  | )
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  
|Balance at April 30, 2006                                                                                               |  | 57,713       |   |                          | $      | 58 |                                 | $ | 628,750 |                           |  | $ | (48                                        | ) |  | $                  |        |   |             | $ | (728   | )                 |  | $ | (369,743    | ) |  | $ | 258,289 |   |  | $ | (7,725  | )
|                                                                                                                        |  |              |   |                          |        |    |                                 |   |         |                           |  |   |                                            |   |  |                    |         |   |             |   |        |                   |  |   |             |   |  |   |         |   |  |   |         |  



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



78



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##### Table of Contents

AGILE SOFTWARE CORPORATION



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ----------- | - | -------- | ----------- |  | - | -------- | -
|                                                                                            |  | Fiscal Year Ended April 30, |        
|                                                                                            |  | 2006                        |         |   | 2005        |   |          | 2004        | 
|                                                                                            |  |                             |         |   | As Restated |   |          | As Restated | 
|Cash flows from operating activities:                                                       |  |                             |         |   |             |   |          |             |  |   |          |  
|Net loss                                                                                    |  | $                           | (8,388  | ) |             | $ | (8,393   | )           |  | $ | (26,937  | )
|Adjustments to reconcile net loss to net cash used in operating activities:                 |  |                             |         |   |             |   |          |             |  |   |          |  
|Acquired in-process research and development                                                |  |                             |        |   |             |   | 1,700    |             |  |   | 500      |  
|Provision for doubtful accounts                                                             |  |                             | 16      |   |             |   | 586      |             |  |   | 550      |  
|Depreciation and amortization                                                               |  |                             | 9,578   |   |             |   | 8,286    |             |  |   | 8,506    |  
|Stock compensation                                                                          |  |                             | 4,344   |   |             |   | 2,131    |             |  |   | 7,124    |  
|Loss from foreign currency translation                                                      |  |                             |        |   |             |   |         |             |  |   | 639      |  
|Realized gain on sale of equity investment                                                  |  |                             | (6,389  | ) |             |   |         |             |  |   |         |  
|Non-cash portion of restructuring and other charges                                         |  |                             | 265     |   |             |   | 39       |             |  |   | 2,043    |  
|Shares withheld in payment of employee tax withholding (see Note 12Employee Benefit Plans) |  |                             | (2,695  | ) |             |   |         |             |  |   |         |  
|Changes in operating assets and liabilities, net of acquisitions:                           |  |                             |         |   |             |   |          |             |  |   |          |  
|Accounts receivable                                                                         |  |                             | 117     |   |             |   | (4,324   | )           |  |   | (5,800   | )
|Other assets, current and non-current                                                       |  |                             | 812     |   |             |   | 908      |             |  |   | 1,963    |  
|Accounts payable                                                                            |  |                             | (2,451  | ) |             |   | 3,106    |             |  |   | (4,273   | )
|Accrued expenses and other liabilities, current and non-current                             |  |                             | (277    | ) |             |   | (6,234   | )           |  |   | 476      |  
|Deferred revenue                                                                            |  |                             | 3,495   |   |             |   | 4,738    |             |  |   | 280      |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Net cash provided by (used in) operating activities                                         |  |                             | (1,573  | ) |             |   | 2,543    |             |  |   | (14,929  | )
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Cash flows from investing activities:                                                       |  |                             |         |   |             |   |          |             |  |   |          |  
|Purchases of investments                                                                    |  |                             | (60,705 | ) |             |   | (116,531 | )           |  |   | (290,136 | )
|Proceeds from maturities and sales of investments                                           |  |                             | 107,660 |   |             |   | 192,192  |             |  |   | 295,976  |  
|Cash paid in business combinations, net of cash acquired                                    |  |                             |        |   |             |   | (44,808  | )           |  |   | (3,106   | )
|Acquisition of property and equipment                                                       |  |                             | (3,507  | ) |             |   | (3,979   | )           |  |   | (8,394   | )
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Net cash provided by (used in) investing activities                                         |  |                             | 43,448  |   |             |   | 26,874   |             |  |   | (5,660   | )
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Cash flows from financing activities:                                                       |  |                             |         |   |             |   |          |             |  |   |          |  
|Payment of acquired capital lease obligations                                               |  |                             |        |   |             |   |         |             |  |   | (718     | )
|Proceeds from issuance of common stock, net of repurchases                                  |  |                             | 3,454   |   |             |   | 6,600    |             |  |   | 9,854    |  
|Repayment of notes receivable from stockholders                                             |  |                             | 29      |   |             |   | 6        |             |  |   | 103      |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Net cash provided by financing activities                                                   |  |                             | 3,483   |   |             |   | 6,606    |             |  |   | 9,239    |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Effect of exchange rate changes on cash                                                     |  |                             | (368    | ) |             |   | 400      |             |  |   | (1,165   | )
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                             | 44,990  |   |             |   | 36,423   |             |  |   | (12,515  | )
|Cash and cash equivalents at beginning of period                                            |  |                             | 81,760  |   |             |   | 45,337   |             |  |   | 57,852   |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Cash and cash equivalents at end of period                                                  |  | $                           | 126,750 |   |             | $ | 81,760   |             |  | $ | 45,337   |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Supplementary disclosure of cash flows information                                          |  |                             |         |   |             |   |          |             |  |   |          |  
|Cash paid during the period for taxes                                                       |  | $                           | 690     |   |             | $ | 581      |             |  | $ | 1,209    |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  
|Non-cash investing activities                                                               |  |                             |         |   |             |   |          |             |  |   |          |  
|Common stock issued in business combination                                                 |  | $                           |        |   |             | $ |         |             |  | $ | 15,634   |  
|                                                                                            |  |                             |         |   |             |   |          |             |  |   |          |  



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



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1THE
COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The Company



We develop and sell an integrated suite of product
lifecycle management (PLM) software products and offer related business consulting and implementation services. Our solutions enable our customers to accelerate their time-to-market and revenue, reduce costs, improve product quality,
manage regulatory compliance and drive innovation throughout the product lifecycle.



We focus on providing PLM solutions to companies in the electronics and high technology, life sciences, consumer packaged goods, automotive, aerospace and defense, industrial products and other industries. Our
strategy is to deliver business-ready solutions, to streamline the information and process flow within a companys product operations, that are cost-effective and quickly provide measurable results. Our strategy is industry-focused, with
product capabilities tailored to the requirements of our target industries. We sell our products through a direct sales channel and resellers.



Agile Software Corporation (Agile) was incorporated in California on March 13, 1995, and is headquartered in San Jose, California. We
reincorporated in Delaware in June 1999.



Principles of consolidation and
basis of presentation



The accompanying consolidated
financial statements include the accounts of Agile and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.



Use of estimates



The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires
us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.



Cash, cash equivalents and marketable securities



We consider all highly liquid investment securities with remaining maturities of three months or less at the date of purchase to be cash equivalents. Investments in auction rate securities with a stated maturity date of more than three
months are determined to be short-term investments rather than cash equivalents. We determine the appropriate classification of our investments in marketable securities at the time of purchase, and re-evaluate this designation at each balance sheet
date. We classify all securities as available-for-sale and carry them at fair value with unrealized gains or losses related to these securities included as a component of stockholders equity in the consolidated balance sheet. Our
investment objectives include the safety and preservation of invested funds and liquidity of investments that is sufficient to meet cash flow requirements. Cash (including money market funds), cash equivalents, short-term and long-term investments
in debt securities are invested in high credit quality financial institutions, commercial companies and government agencies in order to limit the amount of credit exposure. Realized gains and losses are determined using the specific identification
method.



Concentrations of credit risk



Our cash, cash equivalents, marketable securities and accounts receivable
are potentially subject to concentration of credit risk. Cash, cash equivalents and marketable securities are deposited with financial institutions that we believe are of high credit quality. Our accounts receivables are derived from revenue earned



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from customers located primarily in the United States of America, Europe and the Asia-Pacific region. We perform ongoing credit evaluations of our customers
and to date have not experienced any material losses.



For
fiscal 2006, 2005 and 2004, no customers accounted for 10% or more of total revenues. As of April 30, 2006, one customer represented approximately 16% of net accounts receivable. As of April 30, 2005 and 2004, no customers accounted for
more than 10% of net accounts receivable.



We perform ongoing
credit evaluation of our customers and adjust credit limits based upon payment history and customers current creditworthiness, as determined by our review of the customers current credit information. We continuously monitor collections
and payments from our customers and maintain an allowance for estimated credit losses based on a percentage of our accounts receivable, our historical experience and any specific customer collection issues that we have identified. We review our
allowance for doubtful accounts quarterly by assessing individual accounts receivable over a specific aging and amount, and all other balances on a pooled basis based on historical collection experience and economic risk assessment. If actual bad
debts differ from the allowance calculated based on historical trends and known customer issues, we record an adjustment to bad debt expense in the period in which the difference occurs.



Fair value of financial instruments



Our financial instruments, including cash, cash equivalents, marketable securities, accounts receivable, and accounts payable are carried at cost, which
approximates their fair value because of the short-term maturity of these instruments. The fair value of our available-for-sale marketable securities is further disclosed in Note 5Cash, Cash Equivalents and Investments of our consolidated
financial statements.



Prepaid software license fees



Prepaid software license fees are paid to third party software developers
under development or reseller arrangements for technology integrated into or sold with our products. We amortize the prepaid license fees to cost of revenues based either upon the actual number of units of the related product that we ship or net
revenue earned on the related product, over the period of the agreement with the third party developer or the expected life of the software product, depending upon the terms of the respective development or reseller contract. We evaluate the future
realization of such costs quarterly and charge to operations (i.e. cost of revenues) any amounts that we deem unlikely to be fully realized through future sales of the related software product, or changes in our planned use of the technology. Such
costs are classified as current and noncurrent assets based upon estimated product release date.



Property and equipment



Property and equipment are recorded at cost less accumulated depreciation and amortization. The building is depreciated on a straight-line basis over ten years. Computer equipment and software are depreciated on a straight-line basis over
eighteen to thirty-six months. Furniture and fixtures are depreciated on a straight-line basis over five years. Leasehold improvements are amortized over the shorter of the lease term or the useful life of the improvements. Repairs and maintenance
costs are expensed as incurred.



Advertising expense



We expense the costs of producing advertisements at the time production
occurs, and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Advertising is included in sales and marketing expense and totaled $413,000, $538,000, and $274,000 for fiscal 2006, 2005
and 2004, respectively.



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Software development costs



We account for software development costs in accordance with Statement of Financial Accounting Standards (SFAS)
No 2, Accounting for Research and Development Costs and No. 86, Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Development costs for software to be sold or otherwise
marketed are included in research and development and are expensed as incurred. After technological feasibility is established, material software development costs are capitalized. The capitalized cost is then amortized on a straight-line basis over
the estimated product life, or in the ratio of current revenues to total projected product revenues, whichever is greater. To date, the period between achieving technological feasibility, which we have defined as the establishment of a working
model, which typically occurs when the beta testing commences, and the general availability of such software has been short and software development costs qualifying for capitalization have been insignificant, except for localization costs incurred
in fiscal 2006. Accordingly, other than the localization costs for our Agile 9.2 product of $543,000 in fiscal 2006, we have not capitalized any software development costs.



Goodwill and intangible assets



In accordance with SFAS, No. 142, Goodwill and Other Intangible Assets, we evaluate goodwill for impairment at least annually or
more frequently if events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying value, including goodwill,
to the fair value of the reporting unit. The fair values of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies data. If the
carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and we then compare the implied fair value of the goodwill to its carrying amount to determine the impairment loss, if any. Annual goodwill
impairment testing will be performed, at a minimum, during the fourth quarter of each fiscal year.



Other intangible assets mainly represent existing technology, customer relationships, order backlog and non-compete agreements acquired in business
combinations.



We evaluate long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with SFAS No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets. Factors we
consider important which could trigger an impairment review include, but are not limited to, significant underperformance relative to expected or projected future operating results, significant changes in the manner of use of the acquired assets or
the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period, or a significant decline in our market capitalization relative to net book value. An asset is
considered impaired if its carrying amount exceeds its fair market value. We assess the recoverability of our long-lived and intangible assets by determining whether the unamortized balances can be recovered through undiscounted future net cash
flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting our average cost of capital.



Revenue recognition



We recognize our software license revenue in accordance with Statement of Position (SOP) 97-2, Software
Revenue Recognition, as amended by SOP 98-9 Software Revenue Recognition with Respect to Certain Arrangements. We recognize license revenue when all of the following criteria are met: persuasive evidence of an
arrangement exists, the fee is fixed or determinable, collection of the related receivables is probable, delivery of the product has occurred and the customer has accepted the product (including the



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expiration of any acceptance period set forth in the contract) if the terms of the contract include an acceptance requirement. In general, collectibility for
certain regions, including Taiwan, is not considered probable until collection of the associated receivable has occurred. With respect to sales to original equipment manufacturers (OEMs) and value-added resellers (VARs),
delivery is considered to have occurred based on sell-through by the OEMs and VARs.



We consider a non-cancelable agreement signed by the customer and us to be evidence of an arrangement. We consider the fee to be fixed or determinable if the fee is not subject to refund or adjustment. To date, none
of our arrangements with our customers grant a right of refund or adjustment to the customer. Reasonable assurance of collection is based upon our assessment of the customers financial condition through review of their current financial
statements and/or credit reports. For follow-on sales to existing customers, prior payment history is also used to evaluate probability of collection. If we determine that collection is not reasonably assured, we defer the revenue and recognize the
revenue upon cash collection. Delivery is considered to occur when media containing the licensed programs is provided to a common carrier, or the customer is given electronic access to the licensed software. Our typical end user license agreements
do not contain acceptance clauses.



In the event that we grant
a customer the right to specified upgrades and vendor-specific objective evidence (VSOE) of fair value exists for such upgrades, we defer license revenue in an amount equal to this fair value until we have delivered the specified upgrade
(or until VSOE of fair value is established, if earlier). If VSOE of fair value does not exist, then we defer recognition of the entire license fee until we deliver the specified upgrade. If professional services are essential to the functionality
of the other elements of the arrangement, we defer recognition of revenue until we have satisfied our professional services obligations.



When our software licenses contain multiple elements, we allocate revenue to each element based on the relative fair values of the elements.
Multiple-element arrangements generally include post-contract support (PCS or maintenance), software products, and in some cases, other professional services. Revenue from multiple-element arrangements is allocated to undelivered elements of the
arrangement, such as PCS, based on the relative fair values of the elements specific to us, and we must analyze each license arrangement carefully to ensure that all of the individual elements have been identified, along with the fair value of each
element. Our determination of fair value of each element in multiple-element arrangements is based on VSOE, which is determined by sales of the individual element to third parties or by reference to a renewal rate specified in the related
arrangement.



Where VSOE of fair-value exists for all
undelivered elements, but evidence does not exist for one or more delivered elements, we account for the delivered elements in accordance with the residual method prescribed by SOP 98-9. Under the residual method, the fair value of the undelivered
elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. In most cases, the bundled multiple elements include PCS and the software product. In such cases, when VSOE of fair value exists for all of the
undelivered elements (most commonly PCS), the residual or remaining amount is recognized as revenue and the undelivered elements are recognized when they were delivered or rendered. PCS is recognized ratably over the PCS term, which is typically 12
months.



Revenues from professional services consist of
implementation services and training. Training revenues are recognized as the services are performed. Professional services are not considered essential to the functionality of the other elements of the arrangement and are accounted for as a
separate element. Professional services are recognized as the services are performed for time and materials contracts or upon achievement of milestones on fixed-price contracts. A provision for estimated losses on fixed-price professional services
contracts is recognized in the period in which the loss becomes probable and can be reasonably estimated. To date, we have not incurred any such losses.



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Contract accounting is generally utilized for contracts: (1) where services include significant
software modifications, developments, or customization; (2) that include milestones or customer specific acceptance criteria that may affect collection of the software license fees; or (3) where significant consulting services are provided
for in the software license contract without additional charge or are substantially discounted. In such instances, the entire arrangement fee, including both software licenses and services, is accounted for in accordance with SOP, 81-1,
Accounting for Performance of Construction Type and Certain Production Type Contracts, whereby license and consulting services revenue is recognized, generally using the percentage-of-completion method measured on labor hours. The
percentage-of-completion for each contract is determined based on the ratio of direct labor hours incurred to total estimated direct labor hours. Amounts billed in advance of services being performed or licenses being accepted are recorded as
deferred revenue. Adjustments to cost and labor estimates are made in the periods in which the facts requiring such revisions become known. Estimated losses, if any, are recorded in the period in which current estimates of total contract revenue and
contract costs indicate a loss.



Customers typically prepay
maintenance fees for the first 12 months and the related maintenance revenues are recognized ratably monthly over the term of the maintenance contract. Maintenance contracts include the right to unspecified upgrades on a when-and-if available basis,
and ongoing support.



Deferred revenues include amounts
received from customers for which revenue has not yet been recognized that generally results from deferred maintenance, consulting or training services not yet rendered and license revenue deferred until all requirements under SOP 97-2 or SOP 81-1,
as appropriate, are met. Deferred revenue is recognized upon delivery of our products, as services are rendered, or as other requirements requiring deferral under SOP 97-2 or SOP 81-1 are satisfied.



Our license agreements generally do not offer our customers the unilateral
right to terminate or cancel the contract and receive a cash refund. However, we provide for sales returns through an allowance that is based upon estimates of potential future credits related to current period revenues. We analyze historical
credits, current economic trends, average deal size, changes in customer demand and acceptance of our products when evaluating the adequacy of the sales returns reserve. Revenue for the period is adjusted to reflect the allowance for sales returns.



Comprehensive loss



Comprehensive income (loss) consists of net income (loss), net unrealized
foreign currency translation adjustment and net unrealized gains (losses) on available-for-sale marketable securities and is presented in the consolidated statements of stockholders equity.



Income taxes



We account for income taxes under an asset and liability approach that requires the expected future tax consequences of
temporary differences between book and tax basis of assets and liabilities be recognized as deferred tax assets and liabilities. Generally accepted accounting principles require us to evaluate the realizability of our net deferred tax assets on an
ongoing basis. A valuation allowance is recorded to reduce the net deferred tax assets to an amount that will more likely than not be realized. Significant factors considered by management in assessing the need for a valuation allowance include our
historical operating results, the length of time over which the differences will be realized, tax planning opportunities and expectations for future earnings. In the consideration of the realizability of net deferred tax assets, recent losses must
be given substantially more weight than any projections of future profitability.



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In addition, the calculation of our tax liabilities involves dealing with uncertainties in the
application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional tax payments are probable. If we
ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our
provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.



Foreign currency translation



For foreign operations where the local currency is the functional currency, assets and liabilities are translated into U.S. dollars at the exchange rate
on the balance sheet date. Income and expense items are translated at average rates of exchange prevailing during each period. Translation adjustments are accumulated in other comprehensive income as a component of stockholders equity.



For foreign operations where the U.S. dollar is the functional
currency, monetary assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date. Nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Income and expense items are
translated at average rates of exchange prevailing during each period. Translation adjustments are recognized currently as a component of foreign currency gain or loss included in the consolidated statement of operations.



Segment information



We consider ourselves to be one reportable operating segment, specifically the development, marketing, selling and servicing
of our enterprise class product lifecycle management solutions, and operate across domestic and international markets. Substantially all of our identifiable assets are located in North America and Europe. Information related to geographic segments
is included in Note 14Segment and Geographic Information of our consolidated financial statements.



Recent accounting pronouncements



In September 2006, the FASB issued SFAS No. 157, Fair Value Measures (SFAS 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007. We do not expect the application of SFAS No. 157 will have a material impact on our financial position, results of operations, or cash flows.



In September 2006, the SEC Staff released Staff Accounting Bulletin (SAB) No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 provides guidance on the process of quantifying materiality of financial statement misstatements. SAB No. 108 is
effective for fiscal years ending after November 15, 2006, with early application for the first interim period ending after November 15, 2006. We do not expect the application of SAB No. 108 will have a material impact on our
financial position, results of operations, or cash flows.



In
July 2006, FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in tax
positions. This Interpretation requires that we recognize in our financial statements the impact of a tax position if



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that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as
of the beginning of our 2008 fiscal year. The differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect
adjustment recorded to the beginning balance of retained earnings. We are currently in the process of evaluating the effect of FIN48 on our financial position and results of operations and, therefore, are unable to estimate the effect on our
consolidated financial statements.



In June 2005, the FASB
issued SFAS No. 154, Accounting Changes and Error Corrections. This new standard replaces APB Opinion No. 20, Accounting Changes in Interim Financial Statements, and SFAS No. 3, Reporting
Accounting Changes in Interim Financial Statements, and represents another step in the FASBs goal to converge its standards with those issued by the International Accounting Standards Board (IASB). Among other changes,
SFAS No. 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS No. 154 also provides that (1) a change in method of depreciating or
amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed
a restatement. The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction
of errors made in fiscal years beginning after June 1, 2005. We do not expect the adoption of SFAS No. 154 as of May 1, 2006 to have a material impact on our consolidated financial statements.



NOTE 2RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS



Stock Options



On September 19, 2006, Agile announced that it had commenced a voluntary review of stock option grant practices through
a Special Committee of one independent director appointed by the Audit Committee of the Board, with the assistance of independent legal counsel. The review covered option grants made to all employees, directors and non-employees during the period
from the date of our initial public offering in August 1999 to July 2006, consisting of over 200 grant dates (representing over 3,000 individual option grants). The review included an extensive examination of our stock option grant practices,
accounting policies, accounting records, supporting documentation, and electronic data, including e-mail, as well as interviews with current and former employees and members of our Board. The Special Committees review identified circumstances
where the grant date used as the measurement date for accounting purposes preceded the appropriate measurement date, as defined under Generally Accepted Accounting Principles in the United States (GAAP). The Special Committee
determined that grants for which errors were found were primarily granted from August 1999 through October 2003.



For approximately two-thirds of the Companys historical option grant measurement dates, representing approximately 140 grant dates, the Special
Committee found no evidence establishing that the original measurement date used for accounting purposes was inappropriate On other grant dates, the Special Committee found that there was an insufficient basis to rely on the Companys
original stated grant date to support recorded measurement dates used to account for certain stock options, which were granted primarily from August 1999 through October 2003. Approximately 97% of the total in-the-money value (market price on the
actual measurement date minus exercise price) of the options found to have incorrect measurement dates was attributable to those options granted prior to April 30, 2002. In particular, with respect to such grants, the Special Committee
determined that one or more of the following situations existed: the Company had made grants by means of unanimous written consents of the Board or the Compensation Committee, wherein all the signatures of the members were not received on the grant
date specified in the consents; the Company made several company-wide grants pursuant to an approval of the Board or Compensation Committee or by the Companys chief



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executive officer under delegated authority from the Board, but the list of grantees and number of options allocated to each grantee was not finalized as of
the stated grant date; and during the period from August 1999 through October 2003, the Company followed a practice to set the grant date and exercise price for option grants for new hires as of the date of hire or the date of approval by the CEO,
and, for some of these grants, the grant date preceded the approval date. The Special Committees inquiry also identified less frequent measurement date errors that we believe were not material, such as grants made to a small number of
employees who had not formally commenced their employment as of the grant approval date.



To determine the correct measurement dates for these options under applicable accounting principles, we followed the guidance in Accounting Principles Board Opinion No. 25 (APB No. 25), which
deems the measurement date as the first date on which all of the following are known: (1) the individual employee who is entitled to receive the option grant; (2) the number of options that an individual employee is entitled to
receive; and (3) the options exercise price. In addition, the measurement date cannot be earlier than the date on which the grant is approved. In instances where we determined we could not rely on the original grant date for
an option, we determined corrected measurement dates based on our ability to establish or confirm, in our reasonable judgment, whether through other documentation, consistent or established Company practice or processes, or credible circumstantial
information, that all requirements for the proper granting of the option had been satisfied under applicable accounting principles.



In addition to accounting adjustments due to measurement date changes, the Company found accounting errors relating to: unintentional
repricing of grants due to duplicate grant dates; grants to non-employees for which an incorrect amount of stock compensation expense had been recognized; modifications of grants for which an incorrect amount of stock compensation
expense had been recognized; and one grant of a discounted option for which no stock compensation expense had been recognized. The accounting adjustments resulting from these errors represent less than 2% of the total cumulative adjustment to stock
compensation expense.



We have determined that the total
cumulative stock compensation expense resulting from the errors described above, was $69.6 million. In this Form 10-K, we recorded stock compensation expense of $1.2 million and $2.8 million for the years ended April 30, 2005 and
2004, respectively, and $65.6 million prior to fiscal 2004. There was no impact on revenue or net cash provided by operating activities as a result of this additional stock compensation expense.



The cumulative effect of the restatement adjustments on our consolidated
balance sheet at April 30, 2005 was an increase in additional paid-in capital, offset by a corresponding increase in the accumulated deficit and deferred compensation, which results in no net effect on stockholders equity. The adjustments
increased previously reported net loss per share by $0.02 and $0.06 for the years ended April 30, 2005 and 2004, respectively.



The restatement resulted in a cumulative increase to our gross deferred tax assets of approximately $10.8 million as of April 30, 2005. However, in
view of our history of operating losses, we have established a full valuation allowance on our deferred tax assets since inception. As a result, there is no material impact to net tax expense relating to the additional stock compensation expense
recorded by us. Additionally, there is no material impact on our consolidated financial statements arising from the impact of Section 409A of the Internal Revenue Code (the Code) or the limitations on deduction of executive stock
compensation expense in Section 162(m) of the Code.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table sets forth the effect of the restatement for each of the applicable fiscal years
(in thousands):



|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  
|------------------------------- |  | --------------------------------------- | ------- | - | -------------- | - | ------ | -------------- |  | - | ------------------------------ | - |  | -------------- | ------- | - | ------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------- | - |  | - | ------ | -
|                                |  | Total cumulativeeffect at April 30,2005 |         |   | April 30, 2005 |   |        | April 30, 2004 |  |   | Cumulativeeffect at May 1,2003 |   |  | April 30, 2003 |         |   | April 30,2002 |   |        | April 30,2001 |  |   | April 30,2000 |  
|Net loss, as reported           |  |                                         |         |   |                | $ | (7,194 | )              |  | $ | (24,095                        | ) |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  
|Additional compensation expense |  | $                                       | (69,635 | ) |                |   | (1,199 | )              |  |   | (2,842                         | ) |  | $              | (65,594 | ) |               | $ | (4,498 | )             |  | $ | (11,614       | ) |  | $ | (47,062 | ) |  | $ | (2,420 | )
|Tax effect                      |  |                                         |         |   |                |   |       |                |  |   |                               |   |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  
|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  
|Net loss, as restated           |  |                                         |         |   |                | $ | (8,393 | )              |  | $ | (26,937                        | ) |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  
|                                |  |                                         |         |   |                |   |        |                |  |   |                                |   |  |                |         |   |               |   |        |               |  |   |               |   |  |   |         |   |  |   |        |  



As part of our
restatement, we assessed generally whether there were other matters which should have been corrected in our previously issued financial statements. Accordingly, Agile made certain adjustments in this Form 10-K to our previously filed consolidated
statement of cash flows for fiscal year 2005, and the consolidated statements of cash flows included within our unaudited quarterly financial data for each of the quarters in fiscal 2005 and for the first three quarters of fiscal 2006. These
adjustments were primarily the result of errors in the calculation of the effect of exchange rate changes on cash balances, which principally resulted in reclassifications between cash provided by (used in) operating activities and the effect of
exchange rate changes on cash. These adjustments had no impact on the total change in cash and cash equivalents within the consolidated statements of cash flows, the consolidated statements of operations or the consolidated balance sheets for the
affected periods.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following tables set forth the effects of the restatements on the Companys consolidated
financial statements for fiscal 2005 and 2004, as applicable:



CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|-------------------------------------------------------------------------------------------------------------------- |  | -------------------- | -------- | - | ----------- | - | ------- | ----------- |  | - | -------- | -
|                                                                                                                     |  | As of April 30, 2005 |         
|                                                                                                                     |  | As Reported          |          |   | Adjustments |   |         | As Restated | 
|A S S E T S                                                                                                          |  |                      |          |   |             |   |         |             |  |   |          |  
|Current assets:                                                                                                      |  |                      |          |   |             |   |         |             |  |   |          |  
|Cash and cash equivalents                                                                                            |  | $                    | 81,760   |   |             | $ |        |             |  | $ | 81,760   |  
|Short-term investments                                                                                               |  |                      | 93,444   |   |             |   |        |             |  |   | 93,444   |  
|Accounts receivable, net of allowance for doubtful accounts of $1,892 as of April 30, 2005                           |  |                      | 26,899   |   |             |   |        |             |  |   | 26,899   |  
|Other current assets                                                                                                 |  |                      | 5,157    |   |             |   |        |             |  |   | 5,157    |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total current assets                                                                                                 |  |                      | 207,260  |   |             |   |        |             |  |   | 207,260  |  
|Long-term investments                                                                                                |  |                      | 23,176   |   |             |   |        |             |  |   | 23,176   |  
|Property and equipment, net                                                                                          |  |                      | 10,067   |   |             |   |        |             |  |   | 10,067   |  
|Intangible assets, net                                                                                               |  |                      | 12,735   |   |             |   |        |             |  |   | 12,735   |  
|Other assets                                                                                                         |  |                      | 1,127    |   |             |   |        |             |  |   | 1,127    |  
|Goodwill                                                                                                             |  |                      | 66,658   |   |             |   |        |             |  |   | 66,658   |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total assets                                                                                                         |  | $                    | 321,023  |   |             | $ |        |             |  | $ | 321,023  |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|L I A B I L I T I E S  A N D  S T O C K H O L D E R S  E Q U I
 T Y                                                 |  |                      |          |   |             |   |         |             |  |   |          |  
|                                                                                                                     |  |                      |         
|Current liabilities:                                                                                                 |  |                      |          |   |             |   |         |             |  |   |          |  
|Accounts payable                                                                                                     |  | $                    | 8,409    |   |             | $ |        |             |  | $ | 8,409    |  
|Accrued expenses and other current liabilities                                                                       |  |                      | 16,275   |   |             |   |        |             |  |   | 16,275   |  
|Accrued restructuring, current                                                                                       |  |                      | 2,010    |   |             |   |        |             |  |   | 2,010    |  
|Deferred revenue                                                                                                     |  |                      | 25,190   |   |             |   |        |             |  |   | 25,190   |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total current liabilities                                                                                            |  |                      | 51,884   |   |             |   |        |             |  |   | 51,884   |  
|                                                                                                                     |  |                      |         
|Accrued restructuring, non-current                                                                                   |  |                      | 615      |   |             |   |        |             |  |   | 615      |  
|Other non-current liabilities                                                                                        |  |                      | 7,643    |   |             |   |        |             |  |   | 7,643    |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total liabilities                                                                                                    |  |                      | 60,142   |   |             |   |        |             |  |   | 60,142   |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Commitments and contingencies (Note 13)                                                                              |  |                      |          |   |             |   |         |             |  |   |          |  
|                                                                                                                     |  |                      |         
|Stockholders equity:                                                                                                |  |                      |          |   |             |   |         |             |  |   |          |  
|Preferred Stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding                         |  |                      |         |   |             |   |        |             |  |   |         |  
|Common Stock. $0.001 par value; 200,000 shares authorized, 53,579 shares issued and outstanding as of April 30, 2005 |  |                      | 54       |   |             |   |        |             |  |   | 54       |  
|Additional paid-in capital                                                                                           |  |                      | 551,846  |   |             |   | 79,188  |             |  |   | 631,034  |  
|Notes receivable from stockholders                                                                                   |  |                      | (77      | ) |             |   |        |             |  |   | (77      | )
|Unearned stock compensation                                                                                          |  |                      | (526     | ) |             |   | (9,553  | )           |  |   | (10,079  | )
|Accumulated other comprehensive loss                                                                                 |  |                      | (1,391   | ) |             |   |        |             |  |   | (1,391   | )
|Accumulated deficit                                                                                                  |  |                      | (289,025 | ) |             |   | (69,635 | )           |  |   | (358,660 | )
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total stockholders equity                                                                                           |  |                      | 260,881  |   |             |   |        |             |  |   | 260,881  |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  
|Total liabilities and stockholders equity                                                                           |  | $                    | 321,023  |   |             | $ |        |             |  | $ | 321,023  |  
|                                                                                                                     |  |                      |          |   |             |   |         |             |  |   |          |  



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ----------- | - | ------ | ---------- |  | - | ---------- | - |  | ----------- | ------- | - | ---------- | - | ------ | - |  | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Fiscal Year Ended April 30, |        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 2005                        |         |   | 2004        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | AsReported                  |         |   | Adjustments |   |        | AsRestated |  |   | AsReported |   |  | Adjustments |         |   | AsRestated |  
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                           | 46,406  |   |             | $ |       |            |  | $ | 46,406     |   |  | $           | 36,293  |   |            | $ |       |   |  | $ | 36,293  |  
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 70,581  |   |             |   |       |            |  |   | 70,581     |   |  |             | 60,012  |   |            |   |       |   |  |   | 60,012  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 116,987 |   |             |   |       |            |  |   | 116,987    |   |  |             | 96,305  |   |            |   |       |   |  |   | 96,305  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Cost of revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|License                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 4,333   |   |             |   |       |            |  |   | 4,333      |   |  |             | 3,694   |   |            |   |       |   |  |   | 3,694   |  
|Service (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                             | 33,799  |   |             |   | 313    |            |  |   | 34,112     |   |  |             | 29,233  |   |            |   | 496    |   |  |   | 29,729  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             |        |   |             |   |       |            |  |   |           |   |  |             | 595     |   |            |   |       |   |  |   | 595     |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             | 1,245   |   |             |   |       |            |  |   | 1,245      |   |  |             | 709     |   |            |   |       |   |  |   | 709     |  
|Impairment of prepaid software licenses                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             |        |   |             |   |       |            |  |   |           |   |  |             | 471     |   |            |   |       |   |  |   | 471     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Total cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             | 39,377  |   |             |   | 313    |            |  |   | 39,690     |   |  |             | 34,702  |   |            |   | 496    |   |  |   | 35,198  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 77,610  |   |             |   | (313   | )          |  |   | 77,297     |   |  |             | 61,603  |   |            |   | (496   | ) |  |   | 61,107  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Sales and marketing (1)                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 46,584  |   |             |   | 999    |            |  |   | 47,583     |   |  |             | 41,460  |   |            |   | (593   | ) |  |   | 40,867  |  
|Research and development (1)                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 23,934  |   |             |   | (86    | )          |  |   | 23,848     |   |  |             | 23,353  |   |            |   | 1,042  |   |  |   | 24,395  |  
|General and administrative (1)                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 11,753  |   |             |   | (26    | )          |  |   | 11,727     |   |  |             | 9,632   |   |            |   | 1,897  |   |  |   | 11,529  |  
|Acquisition-related expenses                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             |        |   |             |   |       |            |  |   |           |   |  |             | 1,091   |   |            |   |       |   |  |   | 1,091   |  
|Amortization of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                             | 2,055   |   |             |   |       |            |  |   | 2,055      |   |  |             | 2,092   |   |            |   |       |   |  |   | 2,092   |  
|Acquired in-process research and development                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                             | 1,700   |   |             |   |       |            |  |   | 1,700      |   |  |             | 500     |   |            |   |       |   |  |   | 500     |  
|Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                             | 2,132   |   |             |   |       |            |  |   | 2,132      |   |  |             | 8,730   |   |            |   |       |   |  |   | 8,730   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                             | 88,158  |   |             |   | 887    |            |  |   | 89,045     |   |  |             | 86,858  |   |            |   | 2,346  |   |  |   | 89,204  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Loss from operations                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                             | (10,548 | ) |             |   | (1,199 | )          |  |   | (11,747    | ) |  |             | (25,255 | ) |            |   | (2,842 | ) |  |   | (28,097 | )
|Other income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Interest and other income, net                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                             | 4,068   |   |             |   |       |            |  |   | 4,068      |   |  |             | 3,093   |   |            |   |       |   |  |   | 3,093   |  
|Loss from foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             |        |   |             |   |       |            |  |   |           |   |  |             | (639    | ) |            |   |       |   |  |   | (639    | )
|Impairment of investments                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                             |        |   |             |   |       |            |  |   |           |   |  |             |        |   |            |   |       |   |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Loss before provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                             | (6,480  | ) |             |   | (1,199 | )          |  |   | (7,679     | ) |  |             | (22,801 | ) |            |   | (2,842 | ) |  |   | (25,643 | )
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                             | 714     |   |             |   |       |            |  |   | 714        |   |  |             | 1,294   |   |            |   |       |   |  |   | 1,294   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $                           | (7,194  | ) |             | $ | (1,199 | )          |  | $ | (8,393     | ) |  | $           | (24,095 | ) |            | $ | (2,842 | ) |  | $ | (26,937 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $                           | (0.14   | ) |             | $ | (0.02  | )          |  | $ | (0.16      | ) |  | $           | (0.48   | ) |            | $ | (0.06  | ) |  | $ | (0.54   | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|Weighted average shares                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                             | 52,914  |   |             |   | 52,914 |            |  |   | 52,914     |   |  |             | 50,191  |   |            |   | 50,191 |   |  |   | 50,191  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |   |        |            |  |   |            |   |  |             |         |   |            |   |        |   |  |   |         |  
|(1)    Effective May 1, 2005, Agile adopted SFAS 123(R), Share-Based Payments, using the modified prospective transition method. Accordingly, for the year ended April 30, 2006, stock compensation
was accounted under SFAS 123(R), while, for the years ended April 30, 2005 and prior, stock compensation was accounted for under APB 25, Accounting for Stock Issued to Employees. The amounts in the lines above include stock
compensation as follows: | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                             |         |   |             |  
|Cost of service revenue                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                           | 245     |   |             | $ | 313    |            |  | $ | 558        |   |  | $           | 240     |   |            | $ | 496    |   |  | $ | 736     |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                             | 440     |   |             |   | 999    |            |  |   | 1,439      |   |  |             | 3,158   |   |            |   | (593   | ) |  |   | 2,565   |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                             | 50      |   |             |   | (86    | )          |  |   | (36        | ) |  |             | 206     |   |            |   | 1,042  |   |  |   | 1,248   |  
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                             | 197     |   |             |   | (26    | )          |  |   | 171        |   |  |             | 678     |   |            |   | 1,897  |   |  |   | 2,575   |  



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|--------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ----------- | - | ------ | ----------- |  | - | -------------------- | - |  | ----------- | -------- | - | ----------- | - | ------ | - |  | - | -------- | -
|                                                                            |  | Fiscal Year Ended April 30, |         
|                                                                            |  | 2005                        |          |   | 2004        |  
|                                                                            |  | AsPreviouslyReported        |          |   | Adjustments |   |        | As Restated |  |   | AsPreviouslyReported |   |  | Adjustments |          |   | As Restated |  
|Cash flows from operating activities:                                       |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Net loss                                                                    |  | $                           | (7,194   | ) |             | $ | (1,199 | )           |  | $ | (8,393               | ) |  | $           | (24,095  | ) |             | $ | (2,842 | ) |  | $ | (26,937  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Acquired in-process research and development                                |  |                             | 1,700    |   |             |   |       |             |  |   | 1,700                |   |  |             | 500      |   |             |   |       |   |  |   | 500      |  
|Provision for doubtful accounts                                             |  |                             | 586      |   |             |   |       |             |  |   | 586                  |   |  |             | 550      |   |             |   |       |   |  |   | 550      |  
|Depreciation and amortization                                               |  |                             | 8,286    |   |             |   |       |             |  |   | 8,286                |   |  |             | 8,506    |   |             |   |       |   |  |   | 8,506    |  
|Stock compensation                                                          |  |                             | 932      |   |             |   | 1,199  |             |  |   | 2,131                |   |  |             | 4,282    |   |             |   | 2,842  |   |  |   | 7,124    |  
|Loss from foreign currency translation                                      |  |                             |         |   |             |   |       |             |  |   |                     |   |  |             | 639      |   |             |   |       |   |  |   | 639      |  
|Impairment on investments                                                   |  |                             |         |   |             |   |       |             |  |   |                     |   |  |             |         |   |             |   |       |   |  |   |         |  
|Non-cash portion of restructuring and other charges                         |  |                             | 39       |   |             |   |       |             |  |   | 39                   |   |  |             | 2,043    |   |             |   |       |   |  |   | 2,043    |  
|Changes in operating assets and liabilities, net of acquisitions:           |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Accounts receivable                                                         |  |                             | (4,394   | ) |             |   | 70     |             |  |   | (4,324               | ) |  |             | (5,800   | ) |             |   |       |   |  |   | (5,800   | )
|Other assets, current and non-current                                       |  |                             | 1,011    |   |             |   | (103   | )           |  |   | 908                  |   |  |             | 1,963    |   |             |   |       |   |  |   | 1,963    |  
|Accounts payable                                                            |  |                             | 2,979    |   |             |   | 127    |             |  |   | 3,106                |   |  |             | (4,273   | ) |             |   |       |   |  |   | (4,273   | )
|Accrued expenses and other liabilities, current and non-current             |  |                             | (6,845   | ) |             |   | 611    |             |  |   | (6,234               | ) |  |             | 476      |   |             |   |       |   |  |   | 476      |  
|Deferred revenue                                                            |  |                             | 4,800    |   |             |   | (62    | )           |  |   | 4,738                |   |  |             | 280      |   |             |   |       |   |  |   | 280      |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Net cash provided by (used in) operating activities                         |  |                             | 1,900    |   |             |   | 643    |             |  |   | 2,543                |   |  |             | (14,929  | ) |             |   |       |   |  |   | (14,929  | )
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Cash flows from investing activities:                                       |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Purchases of investments                                                    |  |                             | (116,531 | ) |             |   |       |             |  |   | (116,531             | ) |  |             | (290,136 | ) |             |   |       |   |  |   | (290,136 | )
|Proceeds from maturities and sales of investments                           |  |                             | 192,192  |   |             |   |       |             |  |   | 192,192              |   |  |             | 295,976  |   |             |   |       |   |  |   | 295,976  |  
|Cash paid in business combinations, net of cash acquired                    |  |                             | (44,808  | ) |             |   |       |             |  |   | (44,808              | ) |  |             | (3,106   | ) |             |   |       |   |  |   | (3,106   | )
|Acquisition of property and equipment                                       |  |                             | (3,988   | ) |             |   | 9      |             |  |   | (3,979               | ) |  |             | (8,394   | ) |             |   |       |   |  |   | (8,394   | )
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Net cash provided by (used in) investing activities                         |  |                             | 26,865   |   |             |   | 9      |             |  |   | 26,874               |   |  |             | (5,660   | ) |             |   |       |   |  |   | (5,660   | )
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Cash flows from financing activities:                                       |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Payment of acquired capital lease obligations                               |  |                             |         |   |             |   |       |             |  |   |                     |   |  |             | (718     | ) |             |   |       |   |  |   | (718     | )
|Proceeds from issuance of common stock, net of repurchases                  |  |                             | 6,602    |   |             |   | (2     | )           |  |   | 6,600                |   |  |             | 9,854    |   |             |   |       |   |  |   | 9,854    |  
|Repayment of notes receivable from stockholders                             |  |                             | 6        |   |             |   |       |             |  |   | 6                    |   |  |             | 103      |   |             |   |       |   |  |   | 103      |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Net cash provided by financing activities                                   |  |                             | 6,608    |   |             |   | (2     | )           |  |   | 6,606                |   |  |             | 9,239    |   |             |   |       |   |  |   | 9,239    |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Effect of exchange rate changes on cash                                     |  |                             | 1,050    |   |             |   | (650   | )           |  |   | 400                  |   |  |             | (1,165   | ) |             |   |       |   |  |   | (1,165   | )
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                        |  |                             | 36,423   |   |             |   |       |             |  |   | 36,423               |   |  |             | (12,515  | ) |             |   |       |   |  |   | (12,515  | )
|Cash and cash equivalents at beginning of period                            |  |                             | 45,337   |   |             |   |       |             |  |   | 45,337               |   |  |             | 57,852   |   |             |   |       |   |  |   | 57,852   |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Cash and cash equivalents at end of period                                  |  | $                           | 81,760   |   |             | $ |       |             |  | $ | 81,760               |   |  | $           | 45,337   |   |             | $ |       |   |  | $ | 45,337   |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Supplementary disclosure of cash flows information                          |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Cash paid during the period for taxes                                       |  | $                           | 581      |   |             | $ |       |             |  | $ | 581                  |   |  | $           | 1,209    |   |             | $ |       |   |  | $ | 1,209    |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Non-cash investing activities                                               |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  
|Common stock issued in business combination                                 |  | $                           |         |   |             | $ |       |             |  | $ |                     |   |  | $           | 15,634   |   |             | $ |       |   |  | $ | 15,634   |  
|                                                                            |  |                             |          |   |             |   |        |             |  |   |                      |   |  |             |          |   |             |   |        |   |  |   |          |  



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table sets forth the effects of the restatement on the Companys stock
compensation expense, as included in an aggregate net charge of $65.6 million to our accumulated deficit as of May 1, 2003 for cumulative stock compensation expense relating to fiscal years 2000 through 2003 (in thousands):



|                                           |  |                       |        |             |   |             |  |   |       
|------------------------------------------ |  | --------------------- | ------ | ----------- | - | ----------- |  | - | ------
|For the year ended April 30,               |  | As PreviouslyReported |        | Adjustments |   | As Restated
|2000                                       |  | $                     | 11,845 |             | $ | 2,420       |  | $ | 14,265
|2001                                       |  |                       | 16,052 |             |   | 47,062      |  |   | 63,114
|2002                                       |  |                       | 282    |             |   | 11,614      |  |   | 11,896
|2003                                       |  |                       | 2,632  |             |   | 4,498       |  |   | 7,130 
|                                           |  |                       |        |             |   |             |  |   |       
|Cumulative adjustment as of April 30, 2003 |  |                       |        |             |   | $65,594     |  |   |       
|                                           |  |                       |        |             |   |             |  |   |       



NOTE 3NET LOSS PER SHARE



Basic net loss per share is computed by dividing the net
loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share because the calculation of diluted net loss per share excludes potential
shares of common stock since their effect is anti-dilutive. Potentially dilutive shares of common stock consist of unvested restricted common stock and incremental shares of common stock issuable upon the exercise of stock options and warrants.



The following table sets forth the computation of basic and
diluted net loss per share for the periods indicated (in thousands, except per share amounts):



|                                                                                     |  |                             |        |   |             |   |        |             |  |   |         |  
|------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ----------- | - | ------ | ----------- |  | - | ------- | -
|                                                                                     |  | Fiscal Year Ended April 30, |       
|                                                                                     |  | 2006                        |        |   | 2005        |   |        | 2004        | 
|                                                                                     |  |                             |        |   | As Restated |   |        | As Restated | 
|Numerator:                                                                           |  |                             |        |   |             |   |        |             |  |   |         |  
|Net loss                                                                             |  | $                           | (8,388 | ) |             | $ | (8,393 | )           |  | $ | (26,937 | )
|                                                                                     |  |                             |        |   |             |   |        |             |  |   |         |  
|Denominator:                                                                         |  |                             |        |   |             |   |        |             |  |   |         |  
|Weighted average shares                                                              |  |                             | 56,115 |   |             |   | 52,923 |             |  |   | 50,293  |  
|Weighted average unvested shares of common stock subject to forfeiture or repurchase |  |                             | (1,846 | ) |             |   | (9     | )           |  |   | (102    | )
|                                                                                     |  |                             |        |   |             |   |        |             |  |   |         |  
|Denominator for basic and diluted calculation                                        |  |                             | 54,269 |   |             |   | 52,914 |             |  |   | 50,191  |  
|                                                                                     |  |                             |        |   |             |   |        |             |  |   |         |  
|Net loss per share:                                                                  |  |                             |        |   |             |   |        |             |  |   |         |  
|Basic and diluted                                                                    |  | $                           | (0.15  | ) |             | $ | (0.16  | )           |  | $ | (0.54   | )
|                                                                                     |  |                             |        |   |             |   |        |             |  |   |         |  



The following table
sets forth potential shares of common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive as of the dates indicated below (in thousands):



|                                                          |  |                 |  |        |  |       
|--------------------------------------------------------- |  | --------------- |  | ------ |  | ------
|                                                          |  | As of April 30,
|                                                          |  | 2006            |  | 2005   |  | 2004  
|Unvested common stock subject to forfeiture or repurchase |  | 2,615           |  |       |  | 42    
|Options to purchase common stock                          |  | 7,958           |  | 19,323 |  | 18,096
|                                                          |  |                 |  |        |  |       
|Total shares excluded                                     |  | 10,573          |  | 19,323 |  | 18,138
|                                                          |  |                 |  |        |  |       



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 4BALANCE SHEET COMPONENTS



Property and equipment comprise the following (in thousands):



|                                                |  |                 |         |   |      |   |         |  
|----------------------------------------------- |  | --------------- | ------- | - | ---- | - | ------- | -
|                                                |  | As of April 30, |        
|                                                |  | 2006            |         |   | 2005 |  
|Land and building                               |  | $               | 1,179   |   |      | $ | 1,269   |  
|Computer hardware and software                  |  |                 | 25,433  |   |      |   | 23,720  |  
|Furniture and equipment                         |  |                 | 2,516   |   |      |   | 2,643   |  
|Leasehold improvements                          |  |                 | 5,169   |   |      |   | 5,248   |  
|                                                |  |                 |         |   |      |   |         |  
|                                                |  |                 | 34,297  |   |      |   | 32,880  |  
|Less: Accumulated depreciation and amortization |  |                 | (25,600 | ) |      |   | (22,813 | )
|                                                |  |                 |         |   |      |   |         |  
|                                                |  | $               | 8,697   |   |      | $ | 10,067  |  
|                                                |  |                 |         |   |      |   |         |  



Depreciation and
amortization of property and equipment totaled $4.2 million, $4.4 million and $5.2 million for fiscal 2006, 2005 and 2004, respectively.



Accrued expenses and other liabilities comprise the following (in thousands):



|                                               |  |                 |        |      |   |       
|---------------------------------------------- |  | --------------- | ------ | ---- | - | ------
|                                               |  | As of April 30,
|                                               |  | 2006            |        | 2005
|Accrued employee costs                         |  | $               | 8,483  |      | $ | 7,102 
|Accrued royalties                              |  |                 | 970    |      |   | 1,626 
|Adverse purchase commitment                    |  |                 | 1,663  |      |   | 1,555 
|Accrued professional and related fees          |  |                 | 1,496  |      |   | 1,567 
|Accrued severances, current                    |  |                 | 410    |      |   | 724   
|Sales, income, payroll and other taxes payable |  |                 | 2,711  |      |   | 2,183 
|Other                                          |  |                 | 1,666  |      |   | 1,518 
|                                               |  |                 |        |      |   |       
|                                               |  | $               | 17,399 |      | $ | 16,275
|                                               |  |                 |        |      |   |       



Other non-current
liabilities comprise the following (in thousands):



|                                         |  |                 |       |      |   |      
|---------------------------------------- |  | --------------- | ----- | ---- | - | -----
|                                         |  | As of April 30,
|                                         |  | 2006            |       | 2005
|Adverse purchase commitment, non-current |  | $               | 1,718 |      | $ | 3,571
|Deferred rent, non-current               |  |                 | 1,306 |      |   | 1,392
|Deferred revenue, non-current            |  |                 | 976   |      |   | 1,647
|Deferred tax liabilities                 |  |                 | 878   |      |   | 231  
|Mortgage loan                            |  |                 | 669   |      |   | 754  
|Others                                   |  |                 |      |      |   | 48   
|                                         |  |                 |       |      |   |      
|                                         |  | $               | 5,547 |      | $ | 7,643
|                                         |  |                 |       |      |   |      



In connection with our
acquisition of Eigner, we assumed a commitment to purchase certain software licenses and post contract customer support with a vendor to Eigner, providing for quarterly payments denominated in Euros through fiscal 2007. As there was no future use
for the software and related maintenance, an accrual for the expected loss was recorded at the time of acquisition for the adverse purchase commitment.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The mortgage loan is payable in equal quarterly installments of approximately $8,000, plus variable
interest rate, currently at 3.5%, until year 2027, and is collateralized by our land and building located at Egerkingen, Switzerland.



NOTE 5CASH, CASH EQUIVALENTS AND INVESTMENTS



The following are the components of cash, cash equivalents and investments (in thousands):



|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|------------------------------------------------------------- |  | -------------------- | ------- | ---------------- | - | ----------------- |  | - | ---------- | - |  | - | -------
|                                                              |  | As of April 30, 2006
|                                                              |  | Amortized Cost       |         | Unrealized Gains |   | Unrealized Losses |  |   | Fair Value
|Cash, cash equivalents and short-term investments:            |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Government debt securities                                    |  | $                    | 23,933  |                  | $ | 1                 |  | $ | (105       | ) |  | $ | 23,829 
|Corporate debt securities                                     |  |                      | 136,284 |                  |   | 14                |  |   | (220       | ) |  |   | 136,078
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total debt securities                                         |  |                      | 160,217 |                  |   | 15                |  |   | (325       | ) |  |   | 159,907
|Equity securities                                             |  |                      |        |                  |   |                  |  |   |           |   |  |   |       
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total available for sale securities                           |  |                      | 160,217 |                  |   | 15                |  |   | (325       | ) |  |   | 159,907
|Cash and money market funds                                   |  |                      | 14,630  |                  |   |                  |  |   |           |   |  |   | 14,630 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total cash, cash equivalents and short-term investments       |  | $                    | 174,847 |                  | $ | 15                |  | $ | (325       | ) |  | $ | 174,537
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Long-term investments:                                        |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Government debt securities                                    |  | $                    | 10,476  |                  | $ | 3                 |  | $ | (36        | ) |  | $ | 10,443 
|Corporate debt securities                                     |  |                      | 18,379  |                  |   |                  |  |   | (60        | ) |  |   | 18,319 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total long-term investments                                   |  | $                    | 28,855  |                  | $ | 3                 |  | $ | (96        | ) |  | $ | 28,762 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total cash, cash equivalents, short-and long-term investments |  | $                    | 203,702 |                  | $ | 18                |  | $ | (421       | ) |  | $ | 203,299
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|                                                              | 
|                                                              |  | As of April 30, 2005
|                                                              |  | AmortizedCost        |         | UnrealizedGains  |   | UnrealizedLosses  |  |   | Fair Value
|Cash, cash equivalents and short-term investments:            |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Government debt securities                                    |  | $                    | 50,237  |                  | $ |                  |  | $ | (479       | ) |  | $ | 49,758 
|Corporate debt securities                                     |  |                      | 96,442  |                  |   |                  |  |   | (275       | ) |  |   | 96,167 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total debt securities                                         |  |                      | 146,679 |                  |   |                  |  |   | (754       | ) |  |   | 145,925
|Equity securities                                             |  |                      | 5,888   |                  |   | 26                |  |   |           |   |  |   | 5,914  
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total available for sale securities                           |  |                      | 152,567 |                  |   | 26                |  |   | (754       | ) |  |   | 151,839
|Cash and money market funds                                   |  |                      | 23,365  |                  |   |                  |  |   |           |   |  |   | 23,365 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total cash, cash equivalents and short-term investments       |  | $                    | 175,932 |                  | $ | 26                |  | $ | (754       | ) |  | $ | 175,204
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Long-term investments:                                        |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Government debt securities                                    |  | $                    | 4,495   |                  | $ |                  |  | $ | (30        | ) |  | $ | 4,465  
|Corporate debt securities                                     |  |                      | 18,854  |                  |   | 5                 |  |   | (148       | ) |  |   | 18,711 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total long-term investments                                   |  | $                    | 23,349  |                  | $ | 5                 |  | $ | (178       | ) |  | $ | 23,176 
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        
|Total cash, cash equivalents, short-and long-term investments |  | $                    | 199,281 |                  | $ | 31                |  | $ | (932       | ) |  | $ | 198,380
|                                                              |  |                      |         |                  |   |                   |  |   |            |   |  |   |        



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As of April 30, 2006 and 2005, all marketable debt securities had contractual maturities of less
than two years. As of April 30, 2006 and 2005, marketable debt securities totaling $112.1 million and $58.5 million, respectively, had maturities of less than three months from the date of purchase, and are classified as cash equivalents.
Realized gains from the sale of equity securities were $6.4 million during fiscal 2006. Other than this realized gain, realized gains or losses from sale of other equity or marketable securities were insignificant during fiscal years presented
above.



Our investment portfolio consists of both corporate and
government securities that have a maturity of less than two years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As yields increase, those securities previously
purchased by us may show a mark-to-market unrealized loss. All unrealized losses are due to changes in interest rates and bond yields. As of April 30, 2006, we had 89 investments that were in an unrealized loss position. Of these investments,
$142,000 relates to investments with an unrealized loss position of greater than one year, but less than two years.



NOTE 6OTHER ASSETS



Other assets include prepaid software license fees paid to third party software developers for technology integrated into our products, which amounted to
$662,000 and $529,000 as of April 30, 2006 and 2005, respectively, as well as capitalized software development costs of $543,000 as of April 30, 2006. There were no capitalized software development costs in fiscal 2005 or 2004. We evaluate
the future realization of such costs quarterly and charge to operations any amounts that we deem unlikely to be fully realized through future sales. Such prepaid software license fees are classified as current and noncurrent assets based upon the
shorter of the estimated product life or length of the contract.



NOTE
7BUSINESS COMBINATIONS



During fiscal 2005, we
acquired Cimmetry Systems, Inc. (Cimmetry). During fiscal 2004, we acquired TRADEC, Inc. (Tradec) and Eigner US, Inc. (Eigner). Each transaction was accounted for under the purchase method of accounting and,
accordingly, the results of operations of each acquisition are included in the accompanying consolidated statements of operations since the acquisition date. Pro forma results of operations have not been presented because the effects were not
material to our overall results.



The net tangible assets
acquired and liabilities assumed in each acquisition, as discussed further below, were recorded at their fair values, which approximated their carrying amounts at the respective acquisition dates. We determined the valuation of the identifiable
intangible assets using future revenue assumptions and a valuation analysis from an independent appraiser. The amounts allocated to the identifiable intangible assets were determined through established valuation techniques accepted in the
technology and software industries. In calculating the value of the acquired in-process research and development (IPR&D), we gave consideration to relevant market size and growth factors, expected industry trends, the anticipated
nature and timing of new product introductions by us and our competitors, individual product sales cycles, and the estimated lives of each of the products derived from the underlying technology. The value of the acquired IPR&D reflects the
relative value and contribution of the acquired research and development. Consideration was given to the stage of completion, the complexity of the work completed to date, the difficulty of completing the remaining development, costs already
incurred, and the expected cost to complete the project in determining the value assigned to the acquired IPR&D. The projects have been subsequently completed within our estimates. The amounts allocated to the acquired IPR&D were immediately
expensed in the period the acquisition was completed because the projects associated with the IPR&D efforts had not yet reached technological feasibility and no future alternative uses existed for the technology. Research and development costs
to bring the products acquired to technological feasibility are not expected to be significant. The income approach, which includes an analysis of the cash flows and risks associated with achieving such cash flows, was the primary technique



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utilized in valuing the other identifiable intangible assets. Key assumptions included discount factors ranging from 20% to 23% for Cimmetry and 19% to 31%
for Eigner and Tradec, and estimates of revenue growth, maintenance renewal rates, cost of sales, operating expenses and taxes. The purchase price in excess of the identified tangible and intangible assets was allocated to goodwill.



Cimmetry



On February 3, 2005, we acquired substantially all of the assets and assumed certain liabilities of Cimmetry Systems,
Inc. (Cimmetry), a privately held company. Cimmetry is a leading provider of visualization and collaboration solutions. Through the acquisition of Cimmetry we acquired visual collaboration software that has become an increasingly
important element of PLM solutions. Under the terms of the acquisition, we paid $43.8 million in cash. We funded the consideration from our current investments. We had been partnering with Cimmetry for a number of years to solve critical viewing and
collaboration issues and, prior to the acquisition, we integrated the Cimmetry software into our products under a license from Cimmetry.



The transaction was accounted for under the purchase method of accounting and, accordingly, the results of operations of Cimmetry have been included in
the accompanying condensed consolidated statements of operations since the acquisition date. Pro forma results of operations have not been presented because the effects were not material to our overall results.



The aggregate purchase price for the Cimmetry acquisition has been allocated
to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisitionsee the table below. The net tangible assets acquired and liabilities assumed in the
acquisition, as discussed further below, were recorded at the fair value, which approximated the carrying amounts at the acquisition date. We determined the valuation of the identifiable intangible assets using future revenue assumptions and a
valuation analysis from an independent appraiser. The amounts allocated to the identifiable intangible assets were determined through established valuation techniques accepted in the technology and software industries. In calculating the value of
the acquired in-process research and development (IPR&D), we gave consideration to relevant market size and growth factors, expected industry trends, the anticipated nature and timing of new product introductions by us and our
competitors, individual product sales cycles, and the estimated lives of each of the products derived from the underlying technology. The value of the acquired IPR&D reflects the relative value and contribution of the acquired research and
development. Consideration was given to the stage of completion, the complexity of the work completed to date, the difficulty of completing the remaining development, costs already incurred, and the expected cost to complete the project in
determining the value assigned to the acquired IPR&D. The amounts allocated to the acquired IPR&D were immediately expensed in the period the acquisition was completed because the projects associated with the IPR&D efforts had not yet
reached technological feasibility and no future alternative uses existed for the technology. The income approach, which includes an analysis of the cash flows and risks associated with achieving such cash flows, was the primary technique utilized in
valuing the other identifiable intangible assets. Key assumptions included discount factors ranging from 20% to 23%, estimates of revenue growth, maintenance renewal rates, cost of sales, operating expenses and taxes. The purchase price in excess of
the identified tangible and intangible assets was allocated to goodwill.



The aggregate purchase price for the Cimmetry acquisition has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of
acquisition in the table below.



Tradec



On September 30, 2003, we acquired all of the outstanding capital stock
of Tradec, which developed cost management software solutions that enable manufacturing companies to reduce direct material costs, increase



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productivity and improve supplier performance. The acquisition enhances our current cost management offering by leveraging Tradecs domain expertise for
addressing key aspects of direct materials cost and performance management. The acquisition allows us to deliver increased analytics capabilities and supplier collaboration for our customers to drive product profitability. The financial terms of the
transaction were not material to our financial statements.



Eigner



On August 11, 2003, we acquired all of the
outstanding capital stock of Eigner, a provider of complementary product lifecycle management solutions. The acquisition of Eigner allows us to have a stronger presence in the automotive supply chain, industrial equipment, aerospace, and defense
industries, as well as in certain geographic markets.



The
total purchase price of $19.3 million consisted of $2.8 million in cash, the issuance of 1.8 million shares of Agile common stock valued at $15.6 million, and $894,000 in direct transaction costs. The value of the share consideration was based
upon the average of the closing market prices of Agile common stock on the three trading days before and after the announcement of the acquisition on August 5, 2003, which was $8.71.



In connection with the acquisition of Eigner, we paid $1.5 million in hiring bonuses to certain persons who were employees
of Eigner at the date of the acquisition. We also implemented a plan to terminate approximately 10% of the combined company workforce, for a total of 63 employees, to eliminate duplicative activities and reduce the cost structure of the combined
company. The terminations included 30 Eigner employees and 33 Agile employees, and were made across all business functions and geographic regions. Net of these terminations, our overall headcount increased by 89 employees, across all business
functions, as a result of the Eigner acquisition. The estimated cost for related severance, benefits, payroll taxes and other associated costs totaled $3.3 million, of which $2.2 million was related to the termination of the Eigner employees and
$1.1 million was related to the termination of the Agile employees. As of October 31, 2003, all employees identified in the plan had been notified. Both the hiring bonuses and the severance related costs for the Eigner employees, totaling $3.7
million, were accrued for at the time of the acquisition and have been recognized as a liability assumed in the business combination. The severance related costs for the Agile employees of $1.1 million were included in restructuring charge during
the second quarter of fiscal 2004 (see Note 8Restructuring Charges of our Consolidated Financial Statements). The Eigner and Agile employee termination obligations have been fully paid as of April 30, 2004.



In addition, we agreed to pay $1.7 million in retention bonuses to certain
persons who were employees of Eigner at the date of the acquisition and remain employees of Agile for six months. These bonuses were paid in February 2004 and were recorded as acquisition-related compensation in fiscal 2004.



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The aggregate purchase price for the Cimmetry and Eigner acquisition has been allocated to the
tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands):



|                                         |  |          |        |   |        |   |         |  
|---------------------------------------- |  | -------- | ------ | - | ------ | - | ------- | -
|                                         |  | Cimmetry |        |   | Eigner |  
|Tangible assets acquired:                |  |          |        |   |        |   |         |  
|Cash and cash equivalents                |  | $        |       |   |        | $ | 3,015   |  
|Accounts receivable                      |  |          | 3,283  |   |        |   | 2,478   |  
|Property and equipment                   |  |          | 135    |   |        |   | 1,361   |  
|Other assets                             |  |          | 140    |   |        |   | 2,098   |  
|Liabilities assumed:                     |  |          |        |   |        |   |         |  
|Accounts payable                         |  |          | (353   | ) |        |   | (5,670  | )
|Accrued expenses and other liabilities   |  |          | (1,087 | ) |        |   | (12,590 | )
|Deferred revenue                         |  |          | (1,524 | ) |        |   | (3,956  | )
|Identifiable intangible assets acquired: |  |          |        |   |        |   |         |  
|In-process research and development      |  |          | 1,700  |   |        |   | 500     |  
|Other identifiable intangible assets:    |  |          |        |   |        |   |         |  
|Developed technology                     |  |          | 6,600  |   |        |   | 1,300   |  
|Customer relationships                   |  |          | 2,400  |   |        |   | 4,000   |  
|Trademark                                |  |          | 1,200  |   |        |   |        |  
|Non-compete agreements                   |  |          | 80     |   |        |   | 1,200   |  
|Goodwill                                 |  |          | 31,202 |   |        |   | 25,549  |  
|                                         |  |          |        |   |        |   |         |  
|Total                                    |  | $        | 43,776 |   |        | $ | 19,285  |  
|                                         |  |          |        |   |        |   |         |  



NOTE 8GOODWILL AND INTANGIBLE
ASSETS



The changes in carrying amount of goodwill during
fiscal 2006 are as follows (in thousands):



|                             |  |   |       
|---------------------------- |  | - | ------
|Balance as of April 30, 2005 |  | $ | 66,658
|Goodwill related to Cimmetry |  |   | 29    
|                             |  |   |       
|Balance as of April 30, 2006 |  | $ | 66,687
|                             |  |   |       



Under SFAS
No. 142, Goodwill and Other Intangible Assets, goodwill is not subject to amortization. Rather, we evaluate goodwill for impairment at least annually or more frequently if events and changes in circumstances suggest that the
carrying amount may not be recoverable.



As of April 30,
2006, $28.3 million of goodwill was deductible for tax purposes over lives ranging from ten to nineteen years.



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Intangible Assets



The components of acquired identifiable intangible assets are as follows (in thousands):



|                       |  |                       |        |                          |   |         |                     |  |                       |       |                          |   |        |                     |   |        |   |  |   |       
|---------------------- |  | --------------------- | ------ | ------------------------ | - | ------- | ------------------- |  | --------------------- | ----- | ------------------------ | - | ------ | ------------------- | - | ------ | - |  | - | ------
|                       |  | As of April 30, 2006  |        | As of April 30, 2005    
|                       |  | Gross Carrying Amount |        | Accumulated Amortization |   |         | Net Carrying Amount |  | Gross Carrying Amount |       | Accumulated Amortization |   |        | Net Carrying Amount
|Intangible Assets:     |  |                       |        |                          |   |         |                     |  |                       |       |                          |   |        |                     |   |        |   |  |   |       
|Developed technologies |  | $                     | 9,200  |                          | $ | (4,866  | )                   |  | $                     | 4,334 |                          | $ | 9,200  |                     | $ | (1,965 | ) |  | $ | 7,235 
|Customer relationships |  |                       | 6,882  |                          |   | (5,094  | )                   |  |                       | 1,788 |                          |   | 7,182  |                     |   | (2,892 | ) |  |   | 4,290 
|Trademark              |  |                       | 1,200  |                          |   | (300    | )                   |  |                       | 900   |                          |   | 1,200  |                     |   | (60    | ) |  |   | 1,140 
|Non-compete agreements |  |                       | 1,280  |                          |   | (1,250  | )                   |  |                       | 30    |                          |   | 1,280  |                     |   | (1,210 | ) |  |   | 70    
|                       |  |                       |        |                          |   |         |                     |  |                       |       |                          |   |        |                     |   |        |   |  |   |       
|                       |  | $                     | 18,562 |                          | $ | (11,510 | )                   |  | $                     | 7,052 |                          | $ | 18,862 |                     | $ | (6,127 | ) |  | $ | 12,735
|                       |  |                       |        |                          |   |         |                     |  |                       |       |                          |   |        |                     |   |        |   |  |   |       



All of our acquired
identifiable intangible assets are subject to amortization and have approximate original estimated useful lives as follows: Developed technologiesthree to five years; Customer relationshipsthree years; Trademarkfive years;
Non-compete agreementsone year. No significant residual value is estimated for the intangible assets.



As of April 30, 2006, the estimated future amortization expense for acquired identifiable intangible assets is as follows (in thousands):



|              |  |   |      
|------------- |  | - | -----
|Fiscal Years: |  |   |      
|2007          |  | $ | 4,037
|2008          |  |   | 2,595
|2009          |  |   | 240  
|2010          |  |   | 180  
|              |  |   |      
|              |  | $ | 7,052
|              |  |   |      



NOTE 9RESTRUCTURING CHARGES



From time to time, management has initiated various
restructurings of our operations and facilities. These restructurings have been taken primarily in response to redundant or excess capacity brought about by acquisitions and/or significant changes in economic conditions and market demand. During the
second quarter of fiscal 2003, we recorded a restructuring charge of $5.2 million (the 2003 Restructuring). The 2003 Restructuring consisted primarily of the consolidation of excess facilities and abandonment of certain assets in
connection with the consolidation of excess facilities. As of April 30, 2006, $642,000 of the 2003 Restructuring obligations remained, which represents costs related to excess facilities.



During the second quarter of fiscal 2004, we recorded restructuring charges
of $8.7 million (the 2004 Restructuring) as follows:



In connection with our move to our new headquarters in San Jose, California, during the second quarter of fiscal 2004, we recorded a restructuring charge of $7.5 million, which was comprised of (i) $5.5 million related to the fair
value of the remainder of our outstanding lease commitments for properties that we vacated in September 2003, net of the fair value of estimated sublease income and net of deferred rent of $581,000 related to the vacated properties, and
(ii) $2.0 million related to the abandonment of certain long-lived assets, including leasehold improvements, furniture and fixtures, and computer equipment.



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In connection with our acquisition of Eigner US, Inc. during the second quarter of fiscal 2004, we
recorded an additional restructuring charge of $1.2 million, primarily related to the severance, benefits, payroll taxes and other associated costs of the termination of 33 Agile employees.



As of April 30, 2006, none of the 2004 Restructuring obligations
remained.



In the first quarter of fiscal 2005, we terminated
approximately 15% of our employees worldwide and consolidated our Chinese development centers into a single location (the 2005 Restructuring). In connection with the 2005 Restructuring, we recorded a restructuring charge of $2.1 million.
As of April 30, 2006, $420,000 of the 2005 Restructuring obligations remained, which represents costs related to severance.



During the third and fourth quarters of fiscal 2006, we terminated 40 employees and consolidated excess facilities in Massachusetts and the United Kingdom
(the 2006 Restructuring). In connection with these actions, we incurred a restructuring charge of $2.4 million, which is comprised of severance payments of $2.1 million and facilities and asset abandonment costs of $233,000. As of
April 30, 2006, $1.2 million of the 2006 Restructuring obligations remained. Additionally, we reassessed our previous assumptions underlying our 2003 Restructuring related to the excess facilities charges, and, as a result, recorded an
additional expense of $93,000 related to the 2003 Restructuring.



We review the assumptions used in estimating our restructuring charges, principally sublease income expectations for excess facilities and employee termination expenses, quarterly. We currently do not expect our existing restructuring
estimates and assumptions to change materially.



Summary of Restructuring
Obligations



The significant activity within and
components of the restructuring charges as of April 30, 2006, 2005 and 2004 are as follows (in thousands):



|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|----------------------------------------------- |  | ------------------------ | ------ | ----- | ---------------------- | - | ------ | --------------------- |  | - | ------------- | - |  | ----- | ---- | - |  | - | ------ | -
|                                                |  | EmployeeTerminationCosts |        |       | Facility-Related Costs |   |        | AssetAbandonmentCosts |  |   | Other Charges |   |  | Total |     
|Restructuring obligations at May 1, 2003        |  | $                        |       |       |                        | $ | 4,251  |                       |  | $ |              |   |  | $     |     |   |  | $ | 4,251  |  
|2004 Restructuring charges                      |  |                          | 1,092  |       |                        |   | 5,485  |                       |  |   | 2,001         |   |  |       | 152  |   |  |   | 8,730  |  
|Cash payments                                   |  |                          | (1,092 | )     |                        |   | (3,731 | )                     |  |   |              |   |  |       |     |   |  |   | (4,823 | )
|Non-cash charges                                |  |                          |       |       |                        |   | 581    |                       |  |   | (2,001        | ) |  |       | (152 | ) |  |   | (1,572 | )
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2004     |  | $                        |       |       |                        | $ | 6,586  |                       |  | $ |              |   |  | $     |     |   |  | $ | 6,586  |  
|2005 Restructuring charges                      |  |                          | 1,643  |       |                        |   | 366    |                       |  |   | 10            |   |  |       | 113  |   |  |   | 2,132  |  
|Cash payments                                   |  |                          | (1,132 | )     |                        |   | (4,838 | )                     |  |   |              |   |  |       | (84  | ) |  |   | (6,054 | )
|Non-cash charges                                |  |                          | (91    | )     |                        |   | 91     |                       |  |   | (10           | ) |  |       | (29  | ) |  |   | (39    | )
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2005     |  | $                        | 420    |       |                        | $ | 2,205  |                       |  | $ |              |   |  | $     |     |   |  | $ | 2,625  |  
|2006 Restructuring charges                      |  |                          | 2,060  |       |                        |   | 241    |                       |  |   | 84            |   |  |       |     |   |  |   | 2,385  |  
|Cash payments                                   |  |                          | (951   | )     |                        |   | (1,702 | )                     |  |   |              |   |  |       |     |   |  |   | (2,653 | )
|Non-cash charges                                |  |                          |       |       |                        |   |       |                       |  |   | (84           | ) |  |       |     |   |  |   | (84    | )
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|Restructuring obligations at April 30, 2006 (1) |  | $                        | 1,529  |       |                        | $ | 744    |                       |  | $ |              |   |  | $     |     |   |  | $ | 2,273  |  
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|Accrued restructuringcurrent                   |  |                          | $      | 2,067 |                       
|Accrued restructuringnon-current               |  |                          |        | 206   |                       
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  | $ | 2,273  |  
|                                                |  |                          |        |       |                        |   |        |                       |  |   |               |   |  |       |      |   |  |   |        |  

---

|(1) |  | The remaining employee termination and facility-related obligations are expected to be paid through the quarter ending October 31, 2007.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



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NOTE 10INCOME TAXES



The components of our profit (loss) before income tax are as follows (in thousands):



|         |  |                             |        |   |             |   |        |             |  |   |         |  
|-------- |  | --------------------------- | ------ | - | ----------- | - | ------ | ----------- |  | - | ------- | -
|         |  | Fiscal Year Ended April 30, |       
|         |  | 2006                        |        |   | 2005        |   |        | 2004        | 
|         |  |                             |        |   | As Restated |   |        | As Restated | 
|Domestic |  | $                           | (9,998 | ) |             | $ | (6,487 | )           |  | $ | (31,397 | )
|Foreign  |  |                             | 2,352  |   |             |   | (1,192 | )           |  |   | 5,754   |  
|         |  |                             |        |   |             |   |        |             |  |   |         |  
|         |  |                             | (7,646 | ) |             |   | (7,679 | )           |  |   | (25,643 | )
|         |  |                             |        |   |             |   |        |             |  |   |         |  



The provision for
income taxes is comprised of the following (in thousands):



|                           |  |                             |     |      |   |      |  |   |      
|-------------------------- |  | --------------------------- | --- | ---- | - | ---- |  | - | -----
|                           |  | Fiscal Year Ended April 30,
|                           |  | 2006                        |     | 2005 |   | 2004
|Current                    |  |                             |     |      |   |      |  |   |      
|Federal                    |  | $                           |    |      | $ |     |  | $ |     
|State                      |  |                             |    |      |   |     |  |   | 80   
|Foreign                    |  |                             | 94  |      |   | 484  |  |   | 1,214
|                           |  |                             |     |      |   |      |  |   |      
|                           |  |                             | 94  |      |   | 484  |  |   | 1,294
|Deferred                   |  |                             |     |      |   |      |  |   |      
|Federal                    |  |                             | 399 |      |   | 100  |  |   |     
|State                      |  |                             | 42  |      |   | 10   |  |   |     
|Foreign                    |  |                             | 207 |      |   | 120  |  |   |     
|                           |  |                             |     |      |   |      |  |   |      
|                           |  |                             | 648 |      |   | 230  |  |   |     
|                           |  |                             |     |      |   |      |  |   |      
|Provision for income taxes |  | $                           | 742 |      | $ | 714  |  | $ | 1,294
|                           |  |                             |     |      |   |      |  |   |      



The reconciliation
between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate of 34% to pre-tax loss and the actual income tax is as follows:



|                                  |  |                             |    |  |      |    |  |      |   
|--------------------------------- |  | --------------------------- | -- |  | ---- | -- |  | ---- | --
|                                  |  | Fiscal Year Ended April 30, |   
|                                  |  | 2006                        |    |  | 2005 |    |  | 2004 |   
|Federal statutory rate            |  | (34                         | )% |  | (34  | )% |  | (34  | )%
|Deferred tax assets not benefited |  | 34                          |    |  | 34   |    |  | 34   |   
|Foreign taxes                     |  | 1                           |    |  | 7    |    |  | 6    |   
|Goodwill                          |  | 9                           |    |  | 4    |    |  |     |   
|                                  |  |                             |    |  |      |    |  |      |   
|                                  |  | 10                          | %  |  | 11   | %  |  | 6    | % 
|                                  |  |                             |    |  |      |    |  |      |   



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The components of our deferred tax assets/liabilities are as follows (in thousands):



|                                              |  |                 |          |   |             |   |          |  
|--------------------------------------------- |  | --------------- | -------- | - | ----------- | - | -------- | -
|                                              |  | As of April 30, |         
|                                              |  | 2006            |          |   | 2005        |  
|                                              |  |                 |          |   | As Restated |  
|Deferred tax assets:                          |  |                 |          |   |             |   |          |  
|Depreciation and amortization                 |  | $               | 1,926    |   |             | $ | 776      |  
|Reserves and accruals                         |  |                 | 7,869    |   |             |   | 18,672   |  
|Research and development credit carryforwards |  |                 | 9,425    |   |             |   | 9,743    |  
|Net operating loss carryforwards              |  |                 | 107,113  |   |             |   | 99,263   |  
|                                              |  |                 |          |   |             |   |          |  
|Total deferred tax assets                     |  |                 | 126,333  |   |             |   | 128,454  |  
|Less: Valuation allowance                     |  |                 | (126,333 | ) |             |   | (128,454 | )
|Deferred tax liabilitiesgoodwill             |  |                 | (878     | ) |             |   | (230     | )
|                                              |  |                 |          |   |             |   |          |  
|Net deferred tax liabilities                  |  | $               | (878     | ) |             | $ | (230     | )
|                                              |  |                 |          |   |             |   |          |  



For financial
reporting purposes, we have incurred a loss in each period since our inception. Based on the available objective evidence, including our history of losses, we believe it is more likely than not that the net deferred tax assets will not be fully
realizable. Accordingly, we provided for a full valuation allowance against our net deferred tax assets as of April 30, 2006, 2005, and 2004.



As of April 30, 2006, we had approximately $254.9 million of federal, $78 million of California and $46.3 million of foreign net operating loss,
respectively. The foreign net operating loss carryforwards are subject to jurisdictional restrictions on their utilization. The net operating loss carryforwards will begin to expire in tax years 2010 and 2006 for federal and California purposes,
respectively, if not utilized. Approximately $87.7 million of the federal net operating loss carryforward is attributable to acquisitions that, if and when the related deferred tax asset is realized in future periods, will first reduce the carrying
value of goodwill, then other long lived intangible assets and then tax expense.



As of April 30, 2006, we had federal and California research and development tax credit carryforwards of approximately $4.4 and $3.3 million, respectively. These federal tax credit carryforwards begin to expire
in tax year 2011, if not utilized. The California tax credit carryforwards do not expire.



In accordance with SFAS 109, net deferred tax liabilities of $230,000 and $878,000 were recorded during fiscal 2005 and 2006, respectively, for the tax effects of non-amortizable goodwill associated with the Cimmetry
acquisition.



Federal and state laws impose substantial
restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. The Company has not yet determined whether an ownership
change has occurred. If there is an ownership change, utilization of the net operating loss and tax credit carryforwards could be significantly reduced.



Applicable U.S. income and non-U.S. withholding taxes have not been provided on undistributed earnings from our foreign
subsidiaries as such earnings are considered to be permanently invested in foreign operations.



NOTE 11STOCKHOLDERS EQUITY



Preferred Stock



We are authorized to issue
10.0 million shares of $0.001 par value Preferred Stock. Our Board of Directors has the authority to issue the undesignated Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. As of
April 30, 2006 and 2005, there were no shares of Preferred Stock issued or outstanding.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Rights Agreement



During fiscal 2001, we adopted a Stockholder Rights Plan (the Rights Agreement). Pursuant to the Rights
Agreement, rights were distributed at the rate of one right for each share of common stock owned by our stockholders of record on April 26, 2001. The rights expire on April 2, 2011, unless extended or earlier redeemed or exchanged by us.



Under the Rights Agreement, each right entitles the registered
holder to purchase one one-thousandth of a share of our Series A Preferred stock at a price of $120.00 per share. The rights will become exercisable only if a person or group acquires beneficial ownership of 15% or more of our common stock or
commences a tender offer or exchange offer upon consummation of which such person or group would beneficially own 15% or more of our common stock.



Unearned stock compensation



Prior to the adoption of SFAS 123R, we recorded unearned stock compensation when we issued restricted common stock or options to purchase common stock
with exercise prices below fair value at the date of grant. Stock compensation was recognized as an expense over the applicable vesting period of the related options, generally five years.



During fiscal 2005 and 2004, we terminated employment of individuals for whom
we had recorded unearned stock compensation and had recognized related expense on an accelerated basis. Upon termination, we recorded as a recovery, within the statements of operations, the difference between the actual expenses recorded using the
accelerated method and the expense that would have been recorded under the straight-line method. Additionally, during fiscal 2005 and 2004, the termination of these individuals reduced unearned stock compensation, which would have been amortized to
future expense, by $1.2 million and $2.1 million, respectively.



Amortization of employee and non-employee stock options, and recoveries due to cancellations, were as follows (in thousands):



|                           |  |                             |       |   |             |   |        |  
|-------------------------- |  | --------------------------- | ----- | - | ----------- | - | ------ | -
|                           |  | Fiscal Year Ended April 30, |      
|                           |  | 2005                        |       |   | 2004        |  
|                           |  | As Restated                 |       |   | As Restated |  
|Amortizationemployees     |  | $                           | 2,900 |   |             | $ | 8,358  |  
|Amortizationnon-employees |  |                             | (4    | ) |             |   | 207    |  
|Recoveryemployees         |  |                             | (765  | ) |             |   | (1,441 | )
|                           |  |                             |       |   |             |   |        |  
|Total stock compensation   |  | $                           | 2,131 |   |             | $ | 7,124  |  
|                           |  |                             |       |   |             |   |        |  



NOTE 12EMPLOYEE BENEFIT PLANS



401(k) plan



Our employee savings and retirement plan is qualified under Section 401
of the Internal Revenue Code. Employees may elect to reduce their current compensation by up to the statutory prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. We provided 50% match to employee
contributions up to $1,500 for some periods between fiscal 2004 and 2006. Our employees may elect to participate in our 401(k) plan. Our contributions to the 401(k) plan in fiscal 2006, 2005 and 2004 were $226,000, $234,000 and $124,000,
respectively.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Stock Plans



1995 Stock option plan



In May 1995, we adopted the 1995 Stock Option Plan (the 1995 Plan), which, as amended, provides for the issuance of incentive and nonqualified
stock options to our employees, directors and non-employees. The ability to grant incentive stock options under the 1995 Plan expired in May 2005. Under the 1995 Plan, 16.8 million shares have been authorized for issuance as of April 30,
2006. This reserve will be automatically increased on the first day of each fiscal year by the lesser of 1.0 million shares per year, 5% of the number of shares of our common stock which were issued and outstanding on the last day of the
preceding fiscal year or a number of shares determined by our Board of Directors. Our Board of Directors, or a committee designated by the Board, determines the vesting schedule and term of each grant. As of April 30, 2006, there were
4.0 million shares available for issuance under the 1995 Plan.



Employee stock purchase plan



In June
1999, our Board of Directors adopted the 1999 Employee Stock Purchase Plan (the Purchase Plan), which became effective on the date of our initial public offering, and reserved 1.0 million shares of common stock for issuance
thereunder. This reserve was automatically increased to 2.0 million shares on May 1, 2000, and will increase each May 1 thereafter, until and including May 1, 2009, by an amount equal to the lesser of 1.0 million shares per
year, 2% of the number of shares of common stock which are issued and outstanding on the last day of the preceding fiscal year or a number of shares determined by our Board of Directors. Employees generally will be eligible to participate in the
Purchase Plan if they are employed by us for more than 20 hours per week and more than five months in a fiscal year. In general, the price at which the common stock is purchased under the Purchase Plan is 85% of the lesser of the fair market value
of our common stock on the first day of the applicable offering period or on the purchase date. Employees generally may not purchase more than 2,000 shares in an offering period or shares having a value greater than $25,000 in any calendar year, as
measured at the beginning of the offering period.



Under the
Purchase Plan, we issued 399,000 shares at an average price per share of $5.69 in fiscal 2006, 324,000 shares of common stock at an average price per share of $6.14 in fiscal 2005 and 263,000 shares at an average price per share of $6.70 in fiscal
2004. As of April 30, 2006, there were 4.9 million shares available for issuance under the Purchase Plan.



2000 Nonstatutory stock option plan



In February 2000, we adopted the 2000 Nonstatutory Stock Option Plan (the 2000 Plan), which provides for the issuance of nonqualified stock
options to our employees and non-employees. Under the 2000 Plan, 19.5 million shares of common stock have been authorized for issuance. Our Board of Directors, or a committee designated by the Board, determines the vesting schedule and term of
each grant. As of April 30, 2006, there were 10.9 million shares available for issuance under the 2000 Plan.



Options granted under our 1995 Plan and 2000 Plan are granted at fair market value on the date of grant or at a discount to fair market value. Options
granted at fair market value generally have a ten year term and vest monthly, over three or four years from the date of grant. Options granted with an exercise price of $.001 per share, referred to as Par Value Options, generally have a
30 to 90 day term, and expire if not exercised by the end of such term. When Par Value Options are exercised, sales of the shares acquired are restricted and will be forfeited to the Company if the optionee ceases to be employed by the Company prior
to vesting. Vesting of the acquired shares occurs (i.e., the restrictions and forfeiture provisions lapse) quarterly or on specified dates over two to three years from the date of grant.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Stock compensation



We adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment, as
interpreted by SEC Staff Accounting Bulletin (SAB) No. 107, effective May 1, 2005. SFAS 123R requires the recognition of the fair value of stock compensation in net income (loss). We recognize the stock compensation expense
over the requisite service period of the individual grantees, which generally equals the vesting period. All of our stock compensation is accounted for as an equity instrument. Prior to May 1, 2005, we followed Accounting Principles Board
(APB) Opinion 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for our stock compensation.



We elected the modified prospective method in adopting SFAS 123R. Under this method, the provisions of SFAS 123R apply to all awards granted or
modified after the date of adoption. The unrecognized expense of awards not yet vested at the date of adoption is recognized in net income (loss) in the periods after the date of adoption, using the same valuation method (i.e. Black-Scholes)
and assumptions determined under the original provisions of SFAS 123, Accounting for Stock-Based Compensation, as disclosed in our previous filings. The cumulative effect of the change in accounting principle from APB 25 to SFAS
123R was not material. Additionally, our unearned stock compensation balance of $10.1 million as of April 30, 2005, which was accounted for under APB 25, was reclassified into our additional paid-in-capital upon the adoption of SFAS 123R on
May 1, 2005.



Under the provisions of SFAS 123R, we
recorded $4.3 million of stock compensation on our consolidated statement of operations for fiscal 2006. We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted after the adoption of SFAS 123R,
with the following weighted-average assumptions (fiscal 2005 and 2004 assumptions were utilized for the purpose of calculating the pro forma information under SFAS 123):



|                                |                             |                    |   |                             |                     |   |      |      |   |      |      |   |      |      |   |      |      |  
|------------------------------- | --------------------------- | ------------------ | - | --------------------------- | ------------------- | - | ---- | ---- | - | ---- | ---- | - | ---- | ---- | - | ---- | ---- | -
|                                |                             | Stock Option Plans |   |                             | Stock Purchase Plan |  
|                                | Fiscal Year Ended April 30, |                    |   | Fiscal Year Ended April 30, |                    
|                                | 2006                        |                    |   | 2005                        |                     |   | 2004 |      |   | 2006 |      |   | 2005 |      |   | 2004 |     
|Dividend yield                  |                             |                   |   |                             |                    |   |      |     |   |      |     |   |      |     |   |      |     |  
|Expected volatility             |                             | 60                 | % |                             | 64                  | % |      | 54   | % |      | 34   | % |      | 41   | % |      | 48   | %
|Average risk-free interest rate |                             | 4.40               | % |                             | 3.69                | % |      | 3.79 | % |      | 4.00 | % |      | 2.35 | % |      | 1.21 | %
|Expected life (in years)        |                             | 5                  |   |                             | 5                   |   |      | 5    |   |      | 0.5  |   |      | 0.5  |   |      | 0.5  |  



The dividend yield of
zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is based on the combination of historical volatility of our common stock over the period commensurate with the
expected life of the options and the mean historical implied volatility from traded options on our common stock with a term of 180 days or greater measured over one year. The risk-free interest rate is derived from the average U.S. Treasury Strips
rate during the period, which approximates the rate in effect at the time of grant. The expected life calculation is based on the observed and expected time to post-vesting exercise and forfeitures of option by our employees.



Based on the above assumptions, the weighted-average fair values of the
options granted under the stock option plans during fiscal 2006, 2005 and, 2004 was $4.95, $4.51 and $5.16, respectively. The weighted average fair value per share of shares subject to purchase under the employee stock purchase plan during fiscal
2006, 2005 and 2004 was $1.71, $2.14 and $2.60, respectively.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Based on our historical experience of pre-vesting option cancellations, we have assumed an annualized
forfeiture rate of 15% for our options. Under the true-up provisions of SFAS 123R, we will record additional expense if the actual forfeiture rate is lower than we estimated, and will record a recovery of prior expense if the actual forfeiture is
higher than we estimated.



Total compensation cost of fair
market value options granted and Par Value Options exercised, but not yet vested as of April 30, 2006, was $9.6 million, which is expected to be recognized over a weighted average period of 1.5 years.



SFAS 123R requires us to present pro forma information for the comparative
period prior to the adoption, as if we had accounted for all our employee stock options under the fair value method of the original SFAS 123. The following table illustrates the effect on net income and earnings per share if we had applied the fair
value recognition provisions of SFAS 123 to stock-based employee compensation in the prior-year periods (in thousands, except per share amounts).



|                                                            |                       |                             |         |             |  |   |             |   |  |                       |         |   |             |   |         |             |  |   |        |   |  |   |         |  
|----------------------------------------------------------- | --------------------- | --------------------------- | ------- | ----------- |  | - | ----------- | - |  | --------------------- | ------- | - | ----------- | - | ------- | ----------- |  | - | ------ | - |  | - | ------- | -
|                                                            |                       | Fiscal Year Ended April 30, |        
|                                                            | 2005                  |                             |         | 2004        | 
|                                                            | As PreviouslyReported |                             |         | Adjustments |  |   | As Restated |   |  | As PreviouslyReported |         |   | Adjustments |   |         | As Restated | 
|Net loss                                                    |                       | $                           | (7,194  | )           |  | $ | (1,199      | ) |  | $                     | (8,393  | ) |             | $ | (24,095 | )           |  | $ | (2,842 | ) |  | $ | (26,937 | )
|Add: Stock-based compensation included in reported net loss |                       |                             | 932     |             |  |   | 1,199       |   |  |                       | 2,131   |   |             |   | 4,282   |             |  |   | 2,842  |   |  |   | 7,124   |  
|Less: Stock-based employee compensation under SFAS No. 123  |                       |                             | (44,467 | )           |  |   | (843        | ) |  |                       | (45,310 | ) |             |   | (25,736 | )           |  |   | (4,534 | ) |  |   | (30,270 | )
|                                                            |                       |                             |         |             |  |   |             |   |  |                       |         |   |             |   |         |             |  |   |        |   |  |   |         |  
|Pro forma net loss                                          |                       | $                           | (50,729 | )           |  | $ | (843        | ) |  | $                     | (51,572 | ) |             | $ | (45,549 | )           |  | $ | (4,534 | ) |  | $ | (50,083 | )
|                                                            |                       |                             |         |             |  |   |             |   |  |                       |         |   |             |   |         |             |  |   |        |   |  |   |         |  
|Net loss per basic and diluted share as reported            |                       | $                           | (0.14   | )           |  | $ | (0.02       | ) |  | $                     | (0.16   | ) |             | $ | (0.48   | )           |  | $ | (0.06  | ) |  | $ | (0.54   | )
|                                                            |                       |                             |         |             |  |   |             |   |  |                       |         |   |             |   |         |             |  |   |        |   |  |   |         |  
|Pro forma net loss per basic and diluted share              |                       | $                           | (0.96   | )           |  | $ | (0.01       | ) |  | $                     | (0.97   | ) |             | $ | (0.91   | )           |  | $ | (0.09  | ) |  | $ | (1.00   | )
|                                                            |                       |                             |         |             |  |   |             |   |  |                       |         |   |             |   |         |             |  |   |        |   |  |   |         |  



Stock compensation
expense under SFAS 123R starting on May 1, 2005, and under APB 25 or SFAS 123 (pro forma disclosure) for the prior periods, was recognized using the accelerated method in accordance with Financial Accounting Standard Board (FASB)
Interpretation (FIN) No. 28.



Stock Option Acceleration



On April 30, 2005,our Board of Directors
approved the immediate acceleration of the vesting of all stock options held by employees and officers under its stock option plans with an exercise price of $6.76 or higher. Options held by non-employee directors were excluded from the vesting
acceleration. The closing price of the Companys common stock on April 28, 2005, the last trading day before approval of acceleration, was $6.58. As a result, the accelerated options are immediately exercisable by employees without any
employment-related restriction, but as a condition to the acceleration and to avoid any unintended personal benefits, we also imposed a holding period on shares underlying the accelerated options that will require all optionees to refrain from
selling any shares acquired upon the exercise of the options until the date on which such shares would have vested under the options original vesting terms.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The primary purpose of the accelerated vesting was to reduce future compensation expense associated
with the accelerated stock options upon the adoption of FASB Statement No. 123R, Share-Based Payments, (SFAS 123R). We estimated that the acceleration eliminated $24.9 million in future stock compensation expense we
would otherwise have taken with respect to the accelerated options. The Companys Board of Directors believed, based on its consideration of this potential expense savings and the current intrinsic and perceived value of the accelerated stock
options, the acceleration was in the best interests of the Company and its shareholders. The Board of Directors further believes the acceleration was consistent with possible changes to the Companys overall equity compensation approach, which
were expected to include a reduction in the number of stock options granted to employees.



The following table summarizes activity under our 1995 Plan and 2000 Plan (in thousands, except per share amounts):



|                            |  |                          |   |  |                   |   |  |                               |      
|--------------------------- |  | ------------------------ | - |  | ----------------- | - |  | ----------------------------- | -----
|                            |  | SharesAvailable forGrant |   |  | NumberOutstanding |   |  | WeightedAverageExercise Price
|Balance at April 30, 2003   |  | 11,240                   |   |  | 15,135            |   |  | $                             | 10.22
|Options authorized          |  | 1,000                    |   |  |                  |   |  |                               |     
|Options granted             |  | (6,229                   | ) |  | 6,229             |   |  |                               | 9.59 
|Options exercised           |  |                         |   |  | (1,215            | ) |  |                               | 6.66 
|Options canceled            |  | 2,053                    |   |  | (2,053            | ) |  |                               | 12.02
|Unvested shares repurchased |  | 2                        |   |  |                  |   |  |                               |     
|                            |  |                          |   |  |                   |   |  |                               |      
|Balance at April 30, 2004   |  | 8,066                    |   |  | 18,096            |   |  | $                             | 10.04
|Options authorized          |  | 1,000                    |   |  |                  |   |  |                               |     
|Options granted             |  | (5,957                   | ) |  | 5,957             |   |  |                               | 7.50 
|Options exercised           |  |                         |   |  | (848              | ) |  |                               | 5.44 
|Options canceled            |  | 3,882                    |   |  | (3,882            | ) |  |                               | 11.16
|Unvested shares repurchased |  | 2                        |   |  |                  |   |  |                               |     
|                            |  |                          |   |  |                   |   |  |                               |      
|Balance at April 30, 2005   |  | 6,993                    |   |  | 19,323            |   |  | $                             | 9.24 
|Options authorized          |  | 1,000                    |   |  |                  |   |  |                               |     
|Options granted (1)         |  | (5,631                   | ) |  | 5,631             |   |  |                               | 1.28 
|Options exercised (1)       |  |                         |   |  | (4,384            | ) |  |                               | .42  
|Options canceled (1)        |  | 12,612                   |   |  | (12,612           | ) |  |                               | 10.65
|                            |  |                          |   |  |                   |   |  |                               |      
|Balance at April 30, 2006   |  | 14,974                   |   |  | 7,958             |   |  | $                             | 6.23 
|                            |  |                          |   |  |                   |   |  |                               |      

---

|(1) |  | Total options canceled during fiscal 2006 include approximately 11.6 million options that were surrendered as part of the option exchange (as described below). Total options
granted during fiscal 2006 include 3.9 million options granted in the option exchange with an exercise price equal to the par value of our common stock ($0.001) and a weighted average grant-date fair value of $6.81. Of these options,
3.4 million were immediately exercisable and are included in total options exercised. However, these options were subject to a vesting period of approximately two years.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During fiscal 2006, 899,000 Par Value Options, with weighted average
grant-date fair value of $6.81, were vested and 236,000 Par Value Options, with weighted average grant-date fair value of $6.81, were forfeited. As of April 30, 2006, 2.6 million Par Value Options, with weighted average grant-date fair
value of $6.72, were outstanding and subject to forfeiture upon termination of employment.



During fiscal 2006, the total intrinsic value of stock options exercised was $26.5 million.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table summarizes the information about stock options outstanding and exercisable as of
April 30, 2006 (shares and intrinsic value in thousands):



|                        |  |                            |  |                                                  |  |                               |       |                             |   |                            |  |                               |  |                                                 |       |                             |      |  |   |      
|----------------------- |  | -------------------------- |  | ------------------------------------------------ |  | ----------------------------- | ----- | --------------------------- | - | -------------------------- |  | ----------------------------- |  | ----------------------------------------------- | ----- | --------------------------- | ---- |  | - | -----
|                        |  | Options Outstanding        |  | Options Exercisable                             
|Range
ofExercise Prices |  | Number ofSharesOutstanding |  | WeightedAverageRemainingContractural Life(Years) |  | WeightedAverage ExercisePrice |       | AggregateIntrinsicValue (1) |   | Number ofSharesOutstanding |  | WeightedAverageExercise Price |  | WeightedAverageRemainingContractualLife (Years) |       | AggregateIntrinsicValue (1)
|$0.001-$5.00            |  | 850                        |  | 5.41                                             |  | $                             | 1.37  |                             |   |                            |  | 398                           |  | $                                               | 2.05  |                             | 4.85 |  |   |      
|5.11-  5.11             |  | 1,309                      |  | 6.44                                             |  |                               | 5.11  |                             |   |                            |  | 1,302                         |  |                                                 | 5.11  |                             | 6.44 |  |   |      
|5.41-  6.23             |  | 762                        |  | 6.70                                             |  |                               | 6.02  |                             |   |                            |  | 615                           |  |                                                 | 6.03  |                             | 6.46 |  |   |      
|6.25-  6.25             |  | 963                        |  | 6.21                                             |  |                               | 6.25  |                             |   |                            |  | 816                           |  |                                                 | 6.25  |                             | 6.02 |  |   |      
|6.26-  6.39             |  | 820                        |  | 7.28                                             |  |                               | 6.32  |                             |   |                            |  | 111                           |  |                                                 | 6.32  |                             | 7.06 |  |   |      
|6.39-  6.97             |  | 681                        |  | 7.73                                             |  |                               | 6.61  |                             |   |                            |  | 535                           |  |                                                 | 6.61  |                             | 7.53 |  |   |      
|6.97-  7.40             |  | 1,038                      |  | 8.05                                             |  |                               | 7.35  |                             |   |                            |  | 1,023                         |  |                                                 | 7.35  |                             | 8.09 |  |   |      
|7.41-  8.32             |  | 796                        |  | 8.27                                             |  |                               | 7.60  |                             |   |                            |  | 795                           |  |                                                 | 7.60  |                             | 8.27 |  |   |      
|8.34-22.33              |  | 732                        |  | 6.47                                             |  |                               | 10.27 |                             |   |                            |  | 732                           |  |                                                 | 10.27 |                             | 6.47 |  |   |      
|29.00-29.00             |  | 7                          |  | 4.69                                             |  |                               | 29.00 |                             |   |                            |  | 7                             |  |                                                 | 29.00 |                             | 4.69 |  |   |      
|                        |  |                            |  |                                                  |  |                               |       |                             |   |                            |  |                               |  |                                                 |       |                             |      |  |   |      
|$0.001-$29.00           |  | 7,958                      |  | 6.92                                             |  | $                             | 6.23  |                             | $ | 9,376                      |  | 6,334                         |  | $                                               | 6.60  |                             | 6.89 |  | $ | 5,806
|                        |  |                            |  |                                                  |  |                               |       |                             |   |                            |  |                               |  |                                                 |       |                             |      |  |   |      

---

|(1) |  | The aggregate intrinsic value on this table was calculated based on the positive difference between the closing price of our common stock on April 30, 2006 (i.e. $6.97) and the
exercise price of the underlying options.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option
Exchange/Shares Withheld



On July 11, 2005, Agile
extended an offer to exchange outstanding options with an exercise price of $6.76 per share or greater for new options with an exercise price of $0.001 per share. The exchange ratio in the offer was one new option share for each three old option
shares tendered for exchange. The new options vest over a period of approximately two years (one-third on December 1, 2005, one-third on September 1, 2006 and one-third on June 1, 2007). Participation in the offer was voluntary, and
was limited to then-current employees. Non-employee members of the board of directors were not eligible to participate. At the time the offer was made, there were options to purchase 19.1 million shares outstanding, of which options to purchase
approximately 14 million shares were eligible for exchange in the exchange offer.



On midnight of August 19, 2005, the exchange offer expired. Of the approximately 14 million options eligible to participate in the exchange offer, approximately 11.6 million options were surrendered and
exchanged into approximately 3.9 million new options, with an exercise price equal to the par value of our common stock of $0.001, on the next business day (August 22, 2005). As a result of the exchange, our total number of options outstanding
decreased by approximately 7.7 million shares. For financial accounting purposes, the exchange resulted in an additional stock compensation expense of $315,000, which will be recognized over the approximately two-year vesting term of the new
options or restricted stock.



These new options granted to U.S.
employees (including U.S. taxpayers employed in India) were immediately exercisable for restricted stock and could only be exercised through November 30, 2005. The restrictions on the sale of the stock lapse over the same period as the option
vests, or approximately two years. On each vesting date of the restricted stock, we will withhold sufficient shares to cover the minimum statutory tax withholding requirements, based on the market value of our common stock at the time of vesting. As
a result, the number of shares of restricted stock outstanding will decrease by the number of shares withheld to cover the



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



tax obligation arising on each vesting date, and Agile will make a cash payment to the Internal Revenue Service and state tax authorities to cover the
applicable withholding taxes. On the first vesting date of December 1, 2005, we withheld 388,000 shares of restricted stock for this purpose, and paid $2.4 million to the Internal Revenue Service and state tax authorities for the withholding
tax obligations due on the vested shares. The amount of this tax payment, together with other tax obligations of $300,000 incurred as a result of other vesting of restricted stock during the period, for an aggregate cash payment of $2.7 million, is
included as an adjustment to our accumulated deficit and within cash flows from operating activities for fiscal 2006.



NOTE 13COMMITMENTS AND CONTINGENCIES



Lease Obligations



We have entered into non-cancelable operating leases for office space with original terms up to 128 months. The terms of certain operating leases provide
for rental payments on a graduated scale. We recognize expense on a straight-line basis over the lease period and have accrued for rent expense incurred but not paid. The future minimum lease payments under these leases as of April 30, 2006 are
as follows (in thousands):



|                             |  |                            |        |                    |   |                               |  |   |       
|---------------------------- |  | -------------------------- | ------ | ------------------ | - | ----------------------------- |  | - | ------
|Fiscal Year                  |  | FutureMinimumLeasePayments |        | LessSubleaseIncome |   | NetFutureMinimumLeasePayments
|2007                         |  | $                          | 3,463  |                    | $ | 87                            |  | $ | 3,376 
|2008                         |  |                            | 2,567  |                    |   | 44                            |  |   | 2,523 
|2009                         |  |                            | 1,729  |                    |   |                              |  |   | 1,729 
|2010                         |  |                            | 1,582  |                    |   |                              |  |   | 1,582 
|2011                         |  |                            | 1,510  |                    |   |                              |  |   | 1,510 
|Thereafter                   |  |                            | 339    |                    |   |                              |  |   | 339   
|                             |  |                            |        |                    |   |                               |  |   |       
|Total minimum lease payments |  | $                          | 11,190 |                    | $ | 131                           |  | $ | 11,059
|                             |  |                            |        |                    |   |                               |  |   |       



Lease obligations also
include $744,000 of accrued excess facilities costs. We lease facilities under non-cancelable operating leases that expire through July 2011.



Rent expense under non-cancelable operating leases was $2.6 million for both fiscal 2006 and 2005, and $8.8 million, net of sublease rental income of
$166,000, for fiscal 2004.



Indemnification obligations



Our software license agreements typically provide for indemnification of
customers for intellectual property infringement claims. To date, no such claims have been filed against us. We also warrant to customers that software products operate substantially in accordance with specifications. Historically, minimal costs
have been incurred related to product warranties, and, accordingly, no accruals for warranty costs have been made.



We, as permitted under Delaware law and in accordance with our Bylaws, indemnify our officers, directors and members of our senior management for certain
events or occurrences, subject to certain limits, while they were serving at our request in such capacity. In this regard, we have received, or expect to receive, requests for indemnification by certain current and former officers and directors in
connection with our review of our historic stock option granting practices and the related restatement, related governmental inquiries, and shareholder derivative litigation and class action litigation described below. The maximum amount of
potential future indemnification is unknown and potentially unlimited; however, we have directors and officers liability



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



insurance policies that enable us to recover a portion of future indemnification claims paid, subject to retentions, conditions and limitations of the
policies. As a result of this insurance coverage, we believe that the fair value of these indemnification claims is not material.



Litigation



Shareholder derivative lawsuits



On December 5, 2006, a purported shareholder filed a derivative action in the Federal District Court for the Northern District of California, titled Meek v. Stolle et al., No. C06-7343 RS. Subsequently,
three additional derivative actions, with essentially the same allegations as the first, were filed in the same court. Each of the lawsuits is a shareholder derivative lawsuit, brought purportedly on our behalf. Each complaint names as
defendants certain directors and current and former officers. The complaints, when read together, allege that the individual defendants caused or allowed backdated stock options to be granted from August 1999 through October 2003, in violation of
the federal securities laws and their fiduciary duties to the company and its shareholders. No specific amounts of damages were alleged, although the complaints seek rescission of the options alleged to be backdated and the recovery of profits from
the defendants sales of company stock. It is expected that all of these derivative actions will be consolidated into one action. The Companys board of directors and management intend to review the allegations of the action(s) and will
respond in a manner the Board considers to be in the best interests of the shareholders.



IPO securities class action litigation



On or around October 25, 2001, a class action lawsuit was filed on behalf of holders of Agile securities in the Southern District of New York against Agile Software Corporation, Bryan D. Stolle and Thomas P.
Shanahan (collectively the Agile Defendants) and others, including underwriters Morgan Stanley and Deutsche Bank Securities. The case is now captionedIn re Agile Software, Inc. Initial Public Offering Securities Litigation, 01
CIV 9413 (SAS),related to In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS).



On or about April 19, 2002, plaintiffs electronically served an amended complaint. The amended complaint is brought purportedly on behalf of all
persons who purchased the Companys common stock from August 19, 1999 through December 6, 2000. It names as defendants the Agile Defendants and several investment banking firms that served as underwriters of the Companys initial
public offering and secondary offering. The complaint alleges liability under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on the grounds that the registration statement for
the offerings did not disclose that: (1) the underwriters had agreed to allow certain customers to purchase shares in the offerings in exchange for excess commissions paid to the underwriters; and (2) the underwriters had arranged for
certain customers to purchase additional shares in the aftermarket at predetermined prices. The amended complaint also alleges that false analyst reports were issued. No specific damages are claimed.



The Company is aware that similar allegations have been made in other
lawsuits filed in the Federal District Court in the Southern District of New York (the Court) challenging over 300 other initial public offerings and secondary offerings conducted in 1999 and 2000. Those cases have been consolidated for pretrial
purposes before the Honorable Judge Shira A. Scheindlin. On July 15, 2002, the Agile Defendants (as well as all other issuer defendants) filed a motion to dismiss the complaint. On February 19, 2003, the Court ruled on the motions to
dismiss. The Court denied the motions to dismiss claims under the Securities Act of 1933 in all but 10 of the cases. In the case involving the Company, these claims were dismissed as to the initial public offering, but not the secondary offering.
The Court denied the motion to dismiss the claim under Section 10(a) of the Securities Exchange Act of 1934 against the Company and 184 other issuer defendants, on the basis that the amended complaints in these cases alleged that the respective
issuers had acquired companies or conducted follow-on



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



offerings after the initial public offerings. As a consequence, the Court denied the motion to dismiss the Section 20(a) claims against the individual
defendants. The motion to dismiss the Section 10(a) claims was granted with prejudice as to the individual defendants.



The Company has decided to accept a settlement proposal presented to all issuer defendants. In this settlement, plaintiffs will dismiss and release all
claims against the Agile Defendants, in exchange for a contingent payment by the insurance companies collectively responsible for insuring the issuers in all of the IPO cases, and for the assignment or surrender of control of certain claims the
Company may have against the underwriters. The Agile Defendants will not be required to make any cash payments in the settlement, unless thepro rata amount paid by the insurers in the settlement exceeds the limits of the insurance coverage,
a circumstance which the Company does not believe will occur. The settlement will require approval of the Court, which cannot be assured, after class members are given the opportunity to object to the settlement.



The Court has granted preliminary approval of the settlement.It
held a hearing on April 24, 2006 to consider final approval of the settlement, and will issue a ruling at some time in the future. On December 5, 2006, the Second Circuit Court of Appeals (which oversees the Court) issued a decision in
In re Initial Public Offering Securities Litigation, WL 3499937 (2d Cir. Dec. 5, 2006), reversing the Courts ruling certifying six of the cases in the consolidated proceedings as class actions. On December 14, 2006, the Court
agreed to stay all proceedings, including consideration of the settlement, pending a decision from the Second Circuit on whether it will hear further argument on the class certification issue.



We are also subject to various other claims and legal actions arising in the
ordinary course of business. In our opinion, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on our business, financial condition, results of operations, or cash flows.



Other commitments



In connection with our acquisition of Eigner, we assumed a commitment to
purchase consulting services from a vendor to Eigner, which commitment provides for quarterly payments through fiscal 2007 totaling $338,000.



NOTE 14SEGMENT AND GEOGRAPHIC INFORMATION



We have one operating segment, product lifecycle management solutions. We market our products in the United States and in foreign countries through our
direct sales force and indirect distribution channels.



The
following geographic information is presented for fiscal 2006, 2005 and 2004 (in thousands):



|              |  |                             |         |      |   |         |  |   |       
|------------- |  | --------------------------- | ------- | ---- | - | ------- |  | - | ------
|              |  | Fiscal Year Ended April 30,
|              |  | 2006                        |         | 2005 |   | 2004   
|Revenues:     |  |                             |         |      |   |         |  |   |       
|North America |  | $                           | 94,186  |      | $ | 80,380  |  | $ | 60,327
|Europe        |  |                             | 31,392  |      |   | 29,388  |  |   | 24,167
|Asia-Pacific  |  |                             | 6,491   |      |   | 7,219   |  |   | 11,811
|              |  |                             |         |      |   |         |  |   |       
|              |  | $                           | 132,069 |      | $ | 116,987 |  | $ | 96,305
|              |  |                             |         |      |   |         |  |   |       



No single customer has
accounted for 10% or more of total revenues in fiscal 2006, 2005 or 2004. Fiscal 2006 revenues include $17 million from Germany, which is approximately 13% of total revenues for fiscal 2006. No countries accounted for more than 10% of total revenues
during fiscal 2005 and 2004.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table presents our long-lived assets by geographic location, as of the balance sheet
dates (in thousands):



|                   |  |                             |       |      |   |       
|------------------ |  | --------------------------- | ----- | ---- | - | ------
|                   |  | Fiscal Year Ended April 30,
|                   |  | 2006                        |       | 2005
|Long-lived assets: |  |                             |       |      |   |       
|North America      |  | $                           | 7,135 |      | $ | 8,335 
|Europe             |  |                             | 1,084 |      |   | 1,401 
|Asia-Pacific       |  |                             | 478   |      |   | 331   
|                   |  |                             |       |      |   |       
|                   |  | $                           | 8,697 |      | $ | 10,067
|                   |  |                             |       |      |   |       



NOTE 15SUBSEQUENT EVENTS



Prodika Acquisition



On June 30, 2006, we acquired Prodika, Inc. (Prodika), a
provider of PLM solutions for the consumer packaged goods (CPG) industry, particularly the food and beverage sector. Under the terms of the acquisition, we paid $15.0 million in cash to acquire all of the outstanding capital stock of Prodika. In
addition, we may have to pay additional consideration, in the form of an earnout, of up to $12.5 million, subject to our booking certain net license revenues from sales of certain products, through January, 2008. We have funded the $15.0 million
upfront portion of the purchase price from our cash and investments and expect to fund any earnout payments from the same source. Prior to the acquisition, we had no direct relation with Prodika.



Nasdaq Delisting



As a result of the delayed filing of our periodic reports with the SEC, on August 1, 2006, we received a Nasdaq staff
determination letter indicating that we had failed to comply with the filing requirement for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), due to our failure to timely file our Annual Report on Form 10-K for fiscal 2006, and
that our securities are, therefore, subject to delisting from the Nasdaq Global Market. We received and announced two additional Nasdaq staff determination letters with respect to our failure to timely file our Quarterly Reports on Form 10-Q for the
first and second quarters of fiscal 2007. We requested and subsequently attended a hearing before the Nasdaq Listing Qualifications Panel (Listing Panel), which was held on September 14, 2006, to appeal the staff determination and
presented a plan to cure both filing deficiencies and regain compliance. On October 11, 2006, Nasdaq notified us that the exception had been granted, and that it would continue to list our shares on the Nasdaq Global Market, provided that we
file our Form 10-K for fiscal 2006, our Form 10-Q for the first quarter of fiscal 2007, and all required restatements on or before January 8, 2007. Although we were unable to meet this condition by January 8, 2007, the Nasdaq Listing and
Hearing Review Council (Listing Council), pursuant to its discretionary authority under Marketplace Rule 4807(b), has decided to review the decision of the Listing Panel, and has stayed the decision to suspend our securities from
trading, pending further action by the Listing Council. Our stock will continue to be listed on the Nasdaq Global Market pending the decision by the Listing Council on our request for a further extension within which to comply with the listing
rules. Upon the filing of this Form 10-K for fiscal 2006 and our Form 10-Q for our quarters ended July 31, 2006 and October 31, 2006, we will be current with our filing requirements under the Securities and Exchange Act of 1934 and, as a result,
expect that we should no longer be subject to delisting from the Nasdaq Global Market.



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AGILE SOFTWARE CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 16UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA



The information presented below for each quarter of fiscal years 2005 and
2006 is derived from our unaudited consolidated financial statements as adjusted for the matters described in Note 2 Restatement of Consolidated Financial Statements of the notes to the consolidated financial statements included
elsewhere in this Form 10-K. The information has been, in managements opinion, prepared on a basis consistent with the audited consolidated financial statements contained elsewhere in this Form 10-K and includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of this information, when read in conjunction with our audited consolidated financial statements and notes thereto. The financial information that has been previously filed or
otherwise reported for these periods is superseded by the information in this Form 10-K, and the financial statements and related financial information contained in such previously-filed reports should no longer be relied upon. For detail of
adjustments to each interim period, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.



|                                                               |  |         |        |   |            |   |        |        |  |   |        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------- |  | ------- | ------ | - | ---------- | - | ------ | ------ |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                               |  | Quarter |        |   | FiscalYear |  
|                                                               |  | Fourth  |        |   | Third      |   |        | Second |  |   | First  |   | 
|Fiscal 2006                                                    |  |         |        |   |            |   |        |        |  |   |        |   |  |   |        |   |  |   |         |  
|Total revenues                                                 |  | $       | 33,404 |   |            | $ | 32,802 |        |  | $ | 31,479 |   |  | $ | 34,384 |   |  | $ | 132,069 |  
|Gross margin                                                   |  |         | 22,560 |   |            |   | 21,394 |        |  |   | 19,188 |   |  |   | 21,205 |   |  |   | 84,347  |  
|Net income (loss) (1)                                          |  |         | 3,072  |   |            |   | (4,140 | )      |  |   | (4,000 | ) |  |   | (3,320 | ) |  |   | (8,388  | )
|Net income (loss) per basic and diluted share (1)              |  | $       | 0.06   |   |            | $ | (0.08  | )      |  | $ | (0.07  | ) |  | $ | (0.06  | ) |  | $ | (0.15   | )
|Fiscal 2005                                                    |  |         |        |   |            |   |        |        |  |   |        |   |  |   |        |   |  |   |         |  
|Total revenues                                                 |  | $       | 32,009 |   |            | $ | 30,280 |        |  | $ | 28,217 |   |  | $ | 26,481 |   |  | $ | 116,987 |  
|Gross margin, as restated                                      |  |         | 20,655 |   |            |   | 20,341 |        |  |   | 18,762 |   |  |   | 17,538 |   |  |   | 77,297  |  
|Net income (loss), as restated (2)                             |  |         | (4,790 | ) |            |   | 51     |        |  |   | (311   | ) |  |   | (3,344 | ) |  |   | (8,393  | )
|Net income (loss) per basic and diluted share, as restated (2) |  | $       | (0.09  | ) |            | $ | 0.00   |        |  | $ | (0.01  | ) |  | $ | (0.06  | ) |  | $ | (0.16   | )

---

|(1) |  | Net loss and net loss per basic and diluted share in the third and fourth quarter of fiscal 2006 includes $1.7 million and $657,000 of restructuring charges, respectively. Net loss
and net loss per basic and diluted share in the fourth quarter of fiscal 2006 also includes $6.4 million of gain on sale of investments and $745,000 of acquisition related expenses.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Net loss and net loss per basic and diluted share in the first quarter of fiscal 2005 includes $2.1 million of restructuring charges and in the fourth quarter of fiscal 2005
includes acquired in-process research and development charges of $1.7 million.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Schedule IIConsolidated Valuation and Qualifying Accounts



|                                               |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|---------------------------------------------- |  | ---------------------------- | ------- | --------- | - | ------ | ---------- |  | ---------------------- | ------ |  | - | -------
|                                               |  | Balance atBeginningof Period |         | Provision |   |        | Deductions |  | Balance atEnd ofPeriod
|                                               |  | (In thousands)              
|For the Year Ended April 30, 2004              |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|Allowance for doubtful accounts                |  | $                            | 1,158   |           | $ | 550    |            |  | $                      | 196    |  | $ | 1,512  
|Allowance for sales returns                    |  |                              | 928     |           |   |       |            |  |                        |       |  |   | 928    
|Allowance for deferred tax assets, as restated |  |                              | 88,335  |           |   | 52,198 |            |  |                        |       |  |   | 140,533
|                                               |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|                                               |  | $                            | 90,421  |           | $ | 52,748 |            |  | $                      | 196    |  | $ | 142,973
|For the Year Ended April 30, 2005              |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|Allowance for doubtful accounts                |  | $                            | 1,512   |           | $ | 586    |            |  | $                      | 206    |  | $ | 1,892  
|Allowance for sales returns                    |  |                              | 928     |           |   | 100    |            |  |                        | 100    |  |   | 928    
|Allowance for deferred tax assets, as restated |  |                              | 140,533 |           |   |       |            |  |                        | 12,079 |  |   | 128,454
|                                               |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|                                               |  | $                            | 142,973 |           | $ | 686    |            |  | $                      | 12,385 |  | $ | 131,274
|For the Year Ended April 30, 2006              |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|Allowance for doubtful accounts                |  | $                            | 1,892   |           | $ | 16     |            |  | $                      | 120    |  | $ | 1,788  
|Allowance for sales returns                    |  |                              | 928     |           |   | (82    | )          |  |                        | 88     |  |   | 758    
|Allowance for deferred tax assets              |  |                              | 128,454 |           |   |       |            |  |                        | 2,121  |  |   | 126,333
|                                               |  |                              |         |           |   |        |            |  |                        |        |  |   |        
|                                               |  | $                            | 131,274 |           | $ | (66    | )          |  | $                      | 2,329  |  | $ | 128,879
|                                               |  |                              |         |           |   |        |            |  |                        |        |  |   |        



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



None



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Special Committee and Audit Committee Investigations



Stock Options Review.On October 23, 2006, we concluded that prior period financial statements should be
restated to record additional stock compensation expense, resulting from certain stock option grants in prior periods that were incorrectly accounted for under generally accepted accounting principles in the United States (GAAP). Our
decision to restate our financial statements was based on a review by management and facts obtained during a voluntary independent review into our stock option grants and procedures that was conducted under the direction of a Special Committee of
one independent director appointed by the Audit Committee of the Board, with the assistance of independent legal counsel. The review covered option grants made to all employees, directors and non-employees during the period from the date of our
initial public offering in August 1999 to July 2006, consisting of over 200 grant dates (representing over 3,000 individual option grants). The review included an extensive examination of our stock option grant practices, accounting policies,
accounting records, supporting documentation, and electronic data, including e-mail, as well as interviews with current and former employees and members of our Board. The Special Committees review identified circumstances where the grant date
used as the measurement date for accounting purposes preceded the appropriate measurement date, as defined under GAAP. The Special Committee determined that grants for which errors were found were primarily granted from August 1999
through October 2003.



For approximately two-thirds of the
Companys historical option grant measurement dates, representing approximately 140 grant dates, the Special Committee found no evidence establishing that the original measurement date used for accounting purposes was inappropriate. On other
grant dates, the Special Committee found that there was an insufficient basis to rely on the Companys original stated grant date to support recorded measurement dates used to account for certain stock options, which were granted primarily
from August 1999



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through October 2003. Approximately 97% of the total in-the-money value (market price on the actual measurement date minus exercise price) of the options
found to have incorrect measurement dates was attributable to those options granted prior to April 30, 2002. In particular, with respect to such grants, the Special Committee determined that one or more of the following situations existed: the
Company had made grants by means of unanimous written consents of the Board or the Compensation Committee, wherein all the signatures of the members were not received on the grant date specified in the consents; the Company made several company-wide
grants pursuant to an approval of the Board or Compensation Committee or by the Companys chief executive officer under delegated authority from the Board, but the list of grantees and number of options allocated to each grantee was not
finalized as of the stated grant date; and during the period from August 1999 through October 2003, the Company followed a practice to set the grant date and exercise price for option grants for new hires as of the date of hire or the date of
approval by the CEO, and, for some of these grants, related documentation suggested that the option granting process involved the determination of a grant date that preceded the actual approval date. The Special Committees inquiry also
identified less frequent measurement date errors that we believe were not material, such as grants made to a small number of employees who had not formally commenced their employment as of the grant approval date.



To determine the correct measurement dates for these options under applicable
accounting principles, we followed the guidance in Accounting Principles Board Opinion No. 25 (APB No. 25), which deems the measurement date as the first date on which all of the following are known: (1) the
individual employee who is entitled to receive the option grant; (2) the number of options that an individual employee is entitled to receive; and (3) the options exercise price. In addition, the measurement date cannot
be earlier than the date on which the grant is approved. In instances where we determined we could not rely on the original grant date for an option, we determined corrected measurement dates based on our ability to establish or confirm, in our
reasonable judgment, whether through other documentation, consistent or established Company practice or processes, or credible circumstantial information, that all requirements for the proper granting of the option had been satisfied under
applicable accounting principles.



In addition to accounting
adjustments due to measurement date changes, the Company found accounting errors relating to: unintentional repricing of grants due to duplicate grant dates; grants to non-employees for which an incorrect amount of stock compensation
expense had been recognized; modifications of grants for which an incorrect amount of stock compensation expense had been recognized; and one grant of a discounted option for which no stock compensation expense had been recognized. The accounting
adjustments resulting from these errors represent less than 2% of the total cumulative adjustment to stock compensation expense. See Note 2, Restatement of Consolidated Financial Statements, and Note 16 Unaudited Quarterly
Consolidated Financial Data, to the consolidated financial statements included in this Form 10-K for a detailed discussion of the adjustments.



The Special Committee completed its review consistent with its original scope and work plan, and found no evidence of any intention to deceive or impede
the Committees investigation or to destroy or alter documents. It noted that current management encouraged and fully cooperated in the review. The Special Committee found no evidence that any of the Companys current officers, including
its CEO, CFO, General Counsel, Senior Vice President of Human Resources or Vice President of Finance or its former CEO, engaged in any intentional mis-dating of options, self-dealing or manipulation of the Companys financial results. The
Special Committee also found that the evidence suggested an effort, in late 2003, by the then current management to improve and formalize the Companys option grant practices by putting in place processes that substantially eliminated the risk
of these issues recurring.



Beginning in November 2003, the
Companys practice for options granted by unanimous written consent of the Compensation Committee is to utilize as a measurement price the closing price of the day on which consent has been received from all members of the
Compensation Committee. As such, draft unanimous written consents are not deemed dated until all members of the Compensation Committee have approved a proposed grant and written confirmation of that authorization has been
received. Current practice for options granted by written consent of the CEO, under authority delegated by the Board, is to make grants on Fridays only and utilize as a measurement date



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the closing price of the common stock on the Friday on which the grant was made. Additionally, along with records of all grants made by the CEO, records are
kept for all weeks in which no such grants are made.



Taiwan Sales Office.In addition to the restatement described above as a result of our review of our historical stock option grant practices, our consolidated financial statements included in this Form
10-K reflect adjustments to our financial information previously reported in our press release, dated May 25, 2006, for the quarter and fiscal year ended April 30, 2006 (Press Release). The adjustments arose out of an
investigation by our Audit Committee, as reported in our Form 8-K filed with the SEC on July 14, 2006, into certain transactions entered into by our Taiwan sales office. The investigation initially centered upon confirmation of the validity of
a specific sale transaction. It was subsequently expanded to include a review of all material revenue transactions entered into by the Taiwan sales office during fiscal years 2004 through 2006 and our relationship with, and transactions entered into
with and by, a reseller in Taiwan. The investigation involved interviews with key employees, resellers and customers, and review of documentation and computer files, including emails.



Upon the conclusion of this investigation we determined that approximately $632,000 of revenue that we had previously
announced, in the Press Release, as revenue recognized for the fourth quarter of fiscal 2006, would be more appropriately recognized during the first quarter of fiscal 2007. Our consolidated financial statements included in this Form 10-K reflect
that change and the $632,000 of revenue is included in the revenue for the first quarter of fiscal 2007 and reflected in our Quarterly Report of Form 10-Q for the first quarter of fiscal 2007 being filed concurrently with this Form 10-K. We
determined that recognizing this revenue in the first quarter of fiscal 2007 was more appropriate than in the fourth quarter of fiscal 2006, based primarily on certain information uncovered during the investigation, but unknown to us at the time we
first announced our results for the fourth quarter of fiscal 2006. This information includes (i) the fact that the reseller entity through which the sale occurred was partially owned by individuals who were, or who were related to, employees of
our Taiwan sales office, and (ii) statements made during interviews of representatives of the end-user created uncertainty as to whether the end user placed the order for the software with the reseller during the fourth quarter of fiscal 2006
or the first quarter of fiscal 2007. Thus, although at the time we announced our preliminary financial results for the fourth quarter of fiscal 2006, we had evidence of sell-through from the reseller to the end-user consistent with our revenue
recognition policy, upon receipt of this additional information we deferred recognizing this revenue until June 2006, when additional evidence of sell-through from the reseller to the end user was received. As a result of the investigation, the
Companys management identified and reported to our Audit Committee and independent registered public accounting firm material weaknesses in the Companys internal control over financial reporting as of April 30, 2006.



We discovered no evidence that any employee of the Company outside of the
Taiwan sales office was involved in the matters that were the subject of the investigation, or that events similar to those under investigation had occurred in our operations outside Taiwan.



Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures are designed with the objective of
ensuring that information required to be disclosed in our reports filed or submitted under the Securities and Exchange Commissions rules and forms is recorded, processed, summarized and reported within the time periods specified under such
rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of
1934, as amended (Exchange Act)) as of April 30, 2006, which included an evaluation of disclosure controls and procedures applicable to the period covered by the filing of this Annual Report. Based on this evaluation, and due to the material
weaknesses in our internal control over financial



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reporting relating to the control environment in our Taiwan operations and controls over reseller revenue described in Managements Report on Internal
Control Over Financial Reporting set forth below, our disclosure controls and procedures were not effective, as of April 30, 2006, at the reasonable assurance level.



Notwithstanding these material weaknesses, we believe our consolidated financial statements presented in this Form 10-K
fairly present, in all material respects, the Companys financial position, results of operations and cash flows for all periods presented herein.



In conjunction with the investigative procedures above, management evaluated the appropriateness of the financial statements by considering the results of
the review into the matters discussed above, including the review of our procedures for determination of stock compensation expense and of revenue generated through our resellers, and the accounting impact of the conclusions reached at the
completion of each review.



Although, as noted above, we are
restating the consolidated balance sheet as of April 30, 2005 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended April 30, 2005, management
has concluded that there were no material weaknesses relating to our stock option grant practices and accounting for stock compensation expense, deferred compensation and deferred tax assets as of April 30, 2006, and that the likelihood of
stock compensation expense being materially misstated in the future is remote. In the Special Committees review of our historical stock option grant practices, deficiencies in internal control over financial reporting with respect to our stock
option grants were determined to exist. However, as described above, in November 2003, we changed our practices related to stock option grants and substantially remediated such control deficiencies. Because no material errors in accounting for stock
compensation expense occurred subsequent to the aforementioned remediation, and based on our evaluation of disclosure controls and procedures and assessment of internal control over financial reporting as of April 30, 2006, we concluded that
there is not a material weakness in disclosure controls and procedures or of internal control over financial reporting related to accounting for stock compensation expense as of such date.



In coming to the conclusion that there were no material weaknesses relating
to our accounting for stock compensation expense, management considered, among other things, the conclusions of the Special Committee that, while we used incorrect accounting measurement dates for certain historical stock option grants, those errors
were not the result of fraud by current management, and no evidence was found raising concerns about the integrity of current management. In addition, our option grant practices improved significantly beginning in late 2003, when the last grant with
a material measurement date discrepancy was made.



Managements Report
on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process
designed by, and under the supervision of, a companys principal executive and principal financial officers, and effected by a companys board of directors, management and other personnel, 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, and includes those policies and procedures that:



| |  |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a
material effect on the financial statements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.



Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of April 30, 2006. In making this assessment, our
management used the criteria set forth in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management identified and reported to our Audit Committee and independent
registered public accounting firm the following material weaknesses in the Companys internal control over financial reporting as of April 30, 2006:



Control environment in our Taiwan operations:



A control environment sets the tone of an organization, influences the control consciousness of its people, and is the foundation of all other components
of internal control over financial reporting.



We did not
maintain an effective control environment in our Taiwan operations. Specifically: (i) our program of annual certification by employees of compliance with the Code of Business Conduct and Ethics (Code of Conduct) did not require
annual certification of compliance by the employee; (ii) we did not provide training programs concerning the Code of Conduct to every employee in all offices outside of the United States; (iii) processes surrounding our quarterly
certifications by sales personnel did not require all sales personnel to certify understanding of and compliance with revenue recognition policies and as to authenticity of sales documentation, and other certifications were not obtained from certain
key employees; (iv) our employee hiring background review procedures did not require background reviews of all prospective employees; (v) our policies concerning qualification, retention, monitoring and evaluation of resellers did not
require sufficient oversight by management; and (vi) our standard reseller agreements did not require representations concerning the independence of and absence of conflicts between the reseller and us. This control deficiency permitted
management at our Taiwanese subsidiary to enter into improper arrangements made with one of our resellers, which were not detected in a timely manner and could have resulted in a misstatement of the Companys accounts and disclosures that would
have resulted in a material misstatement of its annual or interim consolidated financial statements and would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness and
contributed to the second material weakness that we have identified, described below.



Controls over reseller revenue.    We did not maintain effective controls over the completeness and accuracy of our reseller revenue. Specifically, we did not maintain effective controls
over the completeness and accuracy of reseller revenue related to certain transactions within our Taiwanese subsidiary to ensure that the reseller revenue derived from such transactions was recorded in accordance with GAAP. This control deficiency
resulted in an audit adjustment to the 2006 consolidated financial statements as described above. Additionally, this control deficiency could have resulted in a misstatement of the Companys revenue, deferred revenue and accounts receivable
that would have resulted in a material misstatement of its annual or interim consolidated financial statements that would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material
weakness.



Because of these two material weaknesses, management
has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2006, based on the criteria set forth in Internal ControlIntegrated Framework issued by the COSO.



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Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of April 30, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.



Changes in Internal Control Over Financial Reporting



There was no change in our internal control over financial reporting during the fourth quarter of fiscal 2006 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Remediation of Material Weaknesses



We have taken, and are developing further plans to take, significant actions to remediate the material weaknesses noted above, as follows: (i) our
program of annual certification by our employees of compliance with our Code of Conduct has been modified to require each employee to certify that he or she is aware of, and familiar with, the Code, understands its contents, has fully complied with
it and is not aware of any noncompliance therewith on the part of any other employees, and the Company has and will continue to provide additional training to employees regarding the Code of Conduct; (ii) processes surrounding our quarterly
certifications by our sales personnel have been modified to include additional certifications by employees concerning their understanding of, and compliance with, our revenue recognition policies, and the list of employees who provide certain other
quarterly certifications has been expanded; (iii) our employee hiring background review procedures for all prospective employees now includes enhanced background review procedures; (iv) the policies concerning our qualification, retention,
monitoring and evaluation of our resellers have been revised to require additional screening procedures in the review and evaluation of prospective resellers; and (v) our standard reseller agreements have been prospectively revised to require
representations that the reseller is not aware of any conflicts of interest or other relationships between such reseller and us.



We will also enhance our internal audit capabilities and will continue to evaluate and monitor controls in our foreign subsidiaries. In addition, we have
terminated our relationship with the Taiwan reseller that was the subject of the investigation, and terminated the employment of several of our Taiwan employees.



These remediation measures are in the process of being implemented. We believe that the changes to our system of internal
control and our disclosure controls and procedures resulting from these measures will be adequate to provide reasonable assurance that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the required time periods, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure in accordance with required disclosure controls and procedures. However,
because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the
realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Notwithstanding these limitations, with the changes referenced above,
we believe that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.



ITEM 9B.    OTHER INFORMATION



None.



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PART III



ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF AGILE SOFTWARE CORPORATION



The names of our current executive officers and directors and related biographical information are set forth below.



|                    |  |     |  |                                                          
|------------------- |  | --- |  | ---------------------------------------------------------
|Name                |  | Age |  | Position                                                 
|Executive Officers  |  |     |  |                                                          
|Jay B. Fulcher      |  | 45  |  | President, Chief Executive Officer and Director          
|Carolyn V. Aver     |  | 47  |  | Executive Vice President and Chief Financial Officer     
|Raj K. Bhargava     |  | 50  |  | Senior Vice President, Product Development               
|Jeff G. Johnson     |  | 49  |  | Executive Vice President, North American Field Operations
|Christopher L. Wong |  | 46  |  | Executive Vice President, Corporate Strategy             
|                    |  |    
|Directors           |  |     |  |                                                          
|Bryan D. Stolle     |  | 49  |  | Chairman of the Board of Directors                       
|Gareth C.C. Chang   |  | 63  |  | Director                                                 
|Ronald E. F. Codd   |  | 51  |  | Director                                                 
|Klaus-Dieter Laidig |  | 64  |  | Director                                                 
|Nancy J. Schoendorf |  | 51  |  | Director                                                 
|Paul Wahl           |  | 54  |  | Director                                                 



Executive Officer Biographies



Jay B. Fulcher was appointed our Chief
Executive Officer effective May 1, 2006, and elected to our Board of Directors effective January 19, 2006. Mr. Fulcher had previously served as our President and Chief Operating Officer since October 2002. From 1996 to 2001,
Mr. Fulcher was employed at PeopleSoft, Inc., an enterprise application software company, most recently as Executive Vice President, and prior to that as President, Product Division, and as General Manager and Vice President, Manufacturing
Business Unit. Mr. Fulcher currently serves as a director of two privately held companies. Mr. Fulcher received a B.S. in Business Management from San Jose State University.



Carolyn V. Aver has served as our Executive Vice President and Chief Financial Officer since May 2002. From 2000 to
2001, Ms. Aver served as the Interim Chief Financial Officer at myCFO, Inc., a privately-held wealth advisory firm. From 1998 to 2000, Ms. Aver served as the Chief Financial Officer at USWeb Corporation, an Internet-focused consulting
firm. Ms. Aver currently serves as a director of a non-profit corporation. Ms. Aver received a B.S. in Accounting from California State University, Hayward.



Raj K. Bhargava has served as our Senior Vice President, Product Development since September 2004 and was designated
by the Board as an Executive Officer in May 2006. From January 2001 to December 2003, Mr. Bhargava was Vice-President, Products and Co-Founder of JasperSoft, Inc. (previously named Panscopic, Inc.), a privately-held provider of secure
Internet-based data access and open source intelligence software products. From 1999 to 2001, Mr. Bhargava was Senior Vice President, Product Planning & Engineering of ChemConnect, Inc., a privately-held Internet-based chemical
marketplace firm. Mr. Bhargava received a B.S. in Mechanical Engineering from BHU Institute of Technology, India, an M.S. in Mechanical Engineering from Pennsylvania State University and an M.B.A. from the University of Michigan.



Jeff G. Johnsonhas served as our Executive Vice President, North
America Field Operations since November 2002, and was designated by the Board as an Executive Officer in May 2006. From 1998 to 2001, Mr. Johnson served as Executive Vice President, Sales at Blue Martini Software, Inc., an Internet commerce and
customer relationship management software firm. From 1996 to 1997, Mr. Johnson served as Vice President, Global Accounts for PeopleSoft and Red Pepper Software. Mr. Johnson received a B.A. in Political Science from Washington State
University.



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Christopher L. Wong has served as our Executive Vice President, Corporate Strategy since September
2004. Previously, Mr. Wong served as our Executive Vice President, Products and Technology from September 2002. From 2001 to September 2002, Mr. Wong served as Vice President of Corporate Strategy for PeopleSoft, Inc. From 1999 to 2001,
Mr. Wong served as President, Chief Executive Officer and Chairman of the Board of Directors of Skills Village, Inc., a privately-held contract service management software firm. Mr. Wong received an A.B. in Applied Mathematics from
University of California at Berkeley.



Director Biographies



Bryan D. Stolle is a co-founder of Agile and
has served as our Chairman of the Board of Directors since our inception in 1995. Mr. Stolle has also served as President until 2002 and as Chief Executive officer until April 30, 2006. From 1987 to 1994, Mr. Stolle served as Director
of Product and Strategic Marketing at Sherpa Corporation, a privately-held developer of enterprise product data management software. Mr. Stolle received a B.A. in Business Administration and an M.B.A. from the University of Texas at Austin.



Gareth C.C. Chang has served as a director of Agile
since May 2003. Since June 2000, Mr. Chang has served as Chairman and Managing Partner of GC3 & Associates International, a privately-held management consulting and private investment firm. From 1998 to 2000, he was Chairman and Chief
Executive Officer of Star TV Group, a wholly-owned subsidiary of News Corporation Limited, an international media firm, for which Mr. Chang also served as a director and a member of the executive committee. Mr. Chang currently serves as a
director of Palm, Inc., a mobile computing firm. Mr. Chang received a B.A. in Mathematics/Physics from California State University at Fullerton and an M.B.A. from Pepperdine University.



Ronald E. F. Codd has served as a director of Agile since August 2003.
Mr. Codd has been an independent business consultant since April 2002. From 1999 to April 2002, he served as President, Chief Executive Officer, Chief Financial Officer, Secretary and a director of Momentum Business Applications, Inc., an
enterprise software development company. From 1991 to 1998, Mr. Codd served as Senior Vice President of Finance and Administration and Chief Financial Officer of PeopleSoft, Inc. Mr. Codd currently serves as a director of Interwoven, Inc.,
an enterprise content management software firm, as well as of two privately held companies. Mr. Codd received a B.S. in accounting from the University of California, Berkeley and a Masters in Management from the Kellogg School of Management at
Northwestern University.



Klaus-Dieter Laidig has served
as a director of Agile since 1998. Mr. Laidig has served as Managing Partner of Laidig Business Consulting GmbH, a European high technology consulting firm, since 1997. From 1984 to 1997, Mr. Laidig served as General Manager of Hewlett
Packard GmbH, where he was employed since 1967. Mr. Laidig currently serves as a Chairman of the Supervisory Board of Directors of Heiler Software AG, an enterprise software company publicly listed in Germany. He also is a director of Aldata
Solution Oyi, a supply chain and retail management software and smart card systems company publicly listed in Finland and several privately held companies. Mr. Laidig received an M.B.A. from the Pforzheim University of Applied Sciences in
Germany.



Nancy J. Schoendorf has served as a director
of Agile since 1995. Ms. Schoendorf has been a general partner of Mohr, Davidow Ventures, a venture capital firm, since 1994, and a Managing Partner since 1997. Prior to joining Mohr, Davidow Ventures, Ms. Schoendorf held management
positions with Hewlett-Packard Company, a computer manufacturing and services firm, Software Publishing Corporation, a business productivity software firm and Sun Microsystems, Inc., a network computing firm. Ms. Schoendorf received a B.S. in
Computer Science and Mathematics from Iowa State University and an M.B.A. from Santa Clara University.



Paul Wahl has served as a director of Agile since June 2002. Mr. Wahl served as President and Chief Operating Officer of Siebel Systems, Inc.,
an enterprise software firm, from 1999 to March 2003. From 1998 to 1999, Mr. Wahl served as the Chief Executive Officer and President of TriStrata, a privately-held Internet security company. From 1996 to 1998, Mr. Wahl served as Chief
Executive Officer of SAP America, Inc. and was an Executive Board Member of SAP AG, an enterprise software firm listed in Germany.



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Board Committees



The Board currently has three regular committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.



The Board has determined that, other than Bryan Stolle, our
Chairman of the Board, and Jay Fulcher, our Chief Executive Officer, each of the members of the Board is an independent director for purposes of the Nasdaq Marketplace Rules. The Board has determined the independence of the Directors by thoroughly
reviewing the information provided by the Directors and the Companys management concerning each Directors business and personal activities as they may relate to the Company and the management team. The members of the Board and its
committees are identified in the following table:



|                           |  |             |  |                 |  |                       |  |                                           
|-------------------------- |  | ----------- |  | --------------- |  | --------------------- |  | ------------------------------------------
|Director                   |  | Independent |  | Audit Committee |  | CompensationCommittee |  | Nominating andCorporateGovernanceCommittee
|                           |  |             |  |                
|Bryan D. Stolle (Chairman) |  |             |  |                 |  |                       |  |                                           
|                           |  |             |  |                
|Gareth C.C. Chang          |  | ü           |  |                 |  |                       |  | ü (Chair)                                 
|                           |  |             |  |                
|Ronald E. F. Codd          |  | ü           |  | ü (Chair)       |  |                       |  | ü                                         
|                           |  |             |  |                
|Jay B. Fulcher             |  |             |  |                 |  |                       |  |                                           
|                           |  |             |  |                
|Klaus-Dieter Laidig        |  | ü           |  | ü               |  |                       |  | ü                                         
|                           |  |             |  |                
|Nancy J. Schoendorf        |  | ü           |  | ü               |  | ü (Chair)             |  |                                           
|                           |  |             |  |                
|Paul Wahl                  |  | ü           |  |                 |  | ü                     |  |                                           



In September 2006, the
Board formed a Special Committee comprised of Ron Codd, an independent director, to review our historical stock option grant practices and related accounting.



Audit Committee



The members of the Audit Committee are Ron Codd (Chair), Klaus-Dieter Laidig and Nancy Schoendorf. The functions of the Audit Committee include retaining
our registered independent public accounting firm, reviewing their independence, reviewing and approving the planned scope of our annual audit, reviewing and approving any fee arrangements with our registered independent public accounting firm,
overseeing their audit work, reviewing and pre-approving any non-audit services that may be performed by them, reviewing the adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any
related party transactions.



Each member of the Audit Committee
qualifies as an independent director under, and meets the other general audit committee composition requirements of, the Nasdaq Marketplace Rules. In addition, the Board has determined that Mr. Codd is an audit committee
financial expert within the meaning of the rules of the Securities and Exchange Commission and meets the financial sophistication requirements of the Nasdaq Global Market.



Stockholder Proposals and Director Nominations



Stockholders may nominate one or more persons for election as directors at a meeting only if timely notice of such
nomination(s) has been given in writing to our Secretary in accordance with our Bylaws. The complete description of the requirements for stockholder nomination of director candidates is contained in the Bylaws. In summary, assuming (i) we held
an annual meeting the previous year and (ii) the date of the next meeting is within 30 days of the anniversary date of the meeting for the previous year, a stockholder desiring to nominate one or more candidates for election at the next annual
meeting must submit written notice of such nomination to the Corporate Secretary at least 120 days in advance of the one year anniversary of the date that we released our



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proxy statement in connection with the annual meeting held in the previous year. Since we did not hold an annual meeting during 2006, however, notice by the
stockholder to be timely must be received not later than the close of business on the tenth day following the day on which the Company mailed written notice of the date of the meeting to its stockholders or made public disclosure of such date. You
can obtain a copy of the full text of the Bylaw provision by writing to the Corporate Secretary, 6373 San Ignacio Avenue, San Jose, CA 95119-1200.



The Nominating and Governance Committee will consider any nominee proposed by stockholders. The Nominating and Governance Committee has not established
any minimum criteria for service as a director, and may consider such factors as it may deem to be in the best interests of Agile and its stockholders. The Nominating and Governance Committee does, however, believe it appropriate for at least one
member of the Board of Directors to meet the criteria for an audit committee financial expert, as defined by SEC rules, and that a majority of the members of the Board of Directors should meet the definition of independent
director under the Nasdaq rules. The Nominating and Governance Committee has also generally felt it was appropriate for the CEO to participate as a member of the Board. The Nominating and Governance Committee will evaluate whether the
nominees skills are complementary to the existing Board members skills, and the Boards needs for operational, management, financial, international, technological or other expertise.



Stockholders nominating candidates for election as directors are also
required to provide the following information with respect to their nominees:



| |  |  | the stockholders name and address;
| | - |  | -----------------------------------



| |  |  | a representation that the stockholder is a stockholder of record on the date of the nomination;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | a representation that the stockholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) specified in the notice;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any other information relating to each nominee that would be required to be disclosed in a proxy statement filed pursuant to the SECs proxy rules; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the consent of each nominee to serve as a director if so elected.
| | - |  | -----------------------------------------------------------------



Communications with Directors



Agile stockholders who want to communicate with the Board or any individual Director can write to:



Agile Software Corporation

Attention: Corporate Secretary

6373 San
Ignacio Avenue

San Jose, CA 95119-1200



Your letter should indicate that you are an Agile stockholder. Depending on the subject matter, management will:



| |  |  | Forward the communication to the Director or Directors to whom it is addressed;
| | - |  | -------------------------------------------------------------------------------



| |  |  | Attempt to handle the inquiry directly, particularly where it is a request for information about the company or it is a stock-related matter; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



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Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the Securities and Exchange Commission. Such
persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms filed by such person.



Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater-than-10% stockholders were complied with during Fiscal 2006.



Code of Conduct and Ethics



We have adopted the Agile Software Corporation Code of Conduct and Ethics (Code of Ethics), a code of ethics with which every person who works
for us is expected to comply. The Code of Ethics is publicly available on our website under Investor Information at http://www.agile.com/corporate/codeofconduct.asp



If any substantive amendments are made to the Code of Ethics, or we grant any waiver, including any implicit waiver, from a
provision of the Code of Ethics to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of the amendment or waiver on our website or in a report on Form 8-K, as required by applicable laws.



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|ITEM 11.    EXECUTIVE | COMPENSATION
|--------------------- | ------------



The following table sets forth the compensation earned for services rendered in all capacities to Agile and its subsidiaries, during fiscal 2006, 2005 and
2004, by our Chief Executive Officer and the four other most highly compensated executive officers who were serving as executive officers at April 30, 2006. This information includes the dollar values of base salaries and bonus awards, the
number of shares subject to stock options granted and certain other compensation, if any, whether paid or deferred. We have not granted stock appreciation rights and have no long-term compensation benefits other than stock options.



SUMMARY COMPENSATION TABLE



|                                                                     |  |                     |  |        |                             |           |                           |     |                       |                             |  |                       |  |     |                 |    
|-------------------------------------------------------------------- |  | ------------------- |  | ------ | --------------------------- | --------- | ------------------------- | --- | --------------------- | --------------------------- |  | --------------------- |  | --- | --------------- | ---
|                                                                     |  | Annual Compensation |  |        | Long TermCompensationAwards |           | All OtherCompensation (3) |    
|Name and Principal Position                                          |  | FiscalYear          |  | Salary |                             |           | Bonus (1)                 |     |                       | SharesUnderlyingOptions (2) | 
|Bryan D. Stolle (4) Chairman and Chief Executive Officer             |  | 200620052004        |  | $$$    | 380,000332,500300,000       | (4)(6)(7) |                           | $$$ | 426,572206,813292,125 | (4)(6)(7)                   |  | 462,700428,850450,000 |  | $$$ | 162,7162,454342 | (5)
|                                                                     |  |                     |  |        |                            
|Jay B. Fulcher (8) President and Chief Operating Officer             |  | 200620052004        |  | $$$    | 291,146237,500200,000       |           |                           | $$$ | 292,651222,870230,453 | (9)                         |  | 333,334264,200250,000 |  | $$$ | 7922,347420     |    
|                                                                     |  |                     |  |        |                            
|Carolyn V. Aver Executive Vice President and Chief Financial Officer |  | 200620052004        |  | $$$    | 258,333237,500200,000       |           |                           | $$$ | 172,461130,523111,840 |                             |  | 207,151101,450120,000 |  | $$$ | 1,0262,508498   |    
|                                                                     |  |                     |  |        |                            
|Christopher L. Wong Executive Vice President, Corporate Strategy     |  | 200620052004        |  | $$$    | 208,333200,000200,000       |           |                           | $$$ | 139,748129,861140,428 |                             |  | 52,66758,90050,000    |  | $$$ | 5802,066420     |    
|                                                                     |  |                     |  |        |                            
|Thomas H. Twietmeyer (10) Senior Vice President, Finance             |  | 200620052004        |  | $$$    | 195,833176,25021,433        |           |                           | $$$ | 160,97244,90826,100   |                             |  | 133,334175,000       |  | $$$ | 4221,860       |    

---

|(1) |  | Bonuses are based on performance or achievement of goals. Included herein are bonuses accrued for the fiscal year but not paid until after fiscal year end.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The amounts for 2006 reflected in the table include the options acquired through the Exchange Offer on August 22, 2005. See table under Exchange Offer below for the
number of option shares exchanged and the number of shares subject to the new option.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Other than as provided in note (5) below, all other compensation represents Company partial matching of contributions made by each executive officer under the Companys 401(k)
plan during fiscal 2005, and the dollar value of premiums paid by the Company with respect to term life insurance for the benefit of the executive officer.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Mr. Stolle resigned as our Chief Executive Officer effective April 30, 2006, but remains Chairman of the Board. During fiscal 2002, we established a Company travel plan
for Mr. Stolle (Travel Plan) under which Mr. Stolles bonus compensation, along with such other compensation as the Compensation Committee may designate, are irrevocably allocated to pay Company-approved, business-related
travel expenses in excess of those covered by our travel policy, including expenses payable with respect to the use for business travel of an airplane indirectly owned by Mr. Stolle. The amounts reflected in the table include, for Fiscal 2006,
bonus and salary in the amounts of $361,259 and $65,313, respectively, that were allocated to the Travel Plan. In Fiscal 2006, Mr. Stolle was paid a transition bonus of $200,000 (which is included under Bonus for Fiscal 2006 above).
The transition bonus was allocated to the Travel Plan. The Travel Plan was terminated in August 2006, and $26,763, the unused portion of the amounts allocated to the Travel Plan, were forfeited.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(5) |  | Of this amount, $161,704 represents severance paid, and health benefits provided, to Mr. Stolle, after April 30, 2006, in connection with his resignation as our CEO
effective April 30, 2006. This aggregate amount was accrued by us during Fiscal 2006, but paid or provided to Mr. Stolle after that date.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | The amounts reflected in the table include, for fiscal 2005, bonus and salary in the amounts of $206,813 and $90,000, respectively, that were allocated to the Travel Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | The amounts reflected in the table include, for fiscal 2004, bonus and salary in the amounts of $260,125 and $180,000, respectively, that were allocated to the Travel Plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Mr. Fulcher was appointed Chief Executive Officer effective May 1, 2006, and elected to our Board of Directors effective January 19, 2006. From December 2003 through
April 30, 2006, Mr. Fulcher served as our Chief Operating Officer.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Mr. Fulcher was awarded a bonus, in the form of a personal travel expense credit, the amount of which to be grossed up to cover related taxes, in fiscal 2004. He used the
travel expense credit, which amounted to $42,644, including related taxes, in Fiscal 2006.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Mr. Twietmeyer joined Agile in December 2003 as Vice President, Finance. On August 1, 2006, he became Senior Vice President, International Business Development, and, in such
capacity, is no longer an executive officer of Agile.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option Acceleration



On April 30,
2005,the Company accelerated the vesting of all outstanding stock options with exercise prices of $6.76 per share or greater, excluding options held by non-employee directors. As a result of this action, the vesting of unvested options to
purchase approximately 9 million shares of our common stock, at exercise prices ranging from $6.76 to $64.00 and with a weighted average exercise price of $10.32, was accelerated. The primary purpose of accelerating the vesting was to enable us
to avoid recognizing future compensation expense associated with the accelerated stock options upon the adoption of FASB Statement No. 123R, Share-Based Payment (SFAS 123R), which Agile adopted effective May 1,
2005, the start of Fiscal 2006.



As a condition to the
acceleration, and to avoid any unintended personal benefits, we also imposed a holding period on shares underlying each of the accelerated options that requires the optionee to refrain from selling any shares acquired upon the exercise of the option
until the date on which such shares would have vested under the options original vesting terms.



Exchange Offer



On July 11, 2005, the Company extended an offer to exchange outstanding employee stock options with an exercise price of $6.76 per share or greater for new options with an exercise price of $0.001 (the Exchange Offer). The
exchange ratio in the offer was one new option share for each three old option shares tendered for exchange. Non-employee members of the Board were not eligible to participate. The following table sets forth the number of options held by the
executive officers that were surrendered in the exchange and the number of new options issued to executive officers through the exchange:



|                          |  |                              |  |                             
|------------------------- |  | ---------------------------- |  | ----------------------------
|Name of Executive Officer |  | Number of OptionsSurrendered |  | Number of NewOptions Issued*
|Bryan D. Stolle           |  | 1,388,100                    |  | 462,700                     
|Jay B. Fulcher            |  | 250,000                      |  | 83,334                      
|Carolyn V. Aver           |  | 171,450                      |  | 57,151                      
|Christopher L. Wong       |  | 50,000                       |  | 16,667                      
|Thomas H. Twietmeyer      |  | 175,000                      |  | 58,334                      

---

|* |  | The new options, issued on August 22, 2005, have the following terms: The exercise price is $0.001/share. The new options expired if not exercised by
November 30, 2005, and, when exercised, the shares purchased are restricted and will be forfeited to the Company if the optionee ceases to be employed by the Company
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | prior to vesting. Vesting of the purchased shares occurs (the forfeiture provision lapses) as to 1/3 of the shares on each of December 1,
2005, September 1, 2006, and June 1, 2007.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Stock Options Granted in Fiscal 2006



The following table provides the specified information concerning grants of options to purchase our common stock made during fiscal 2006 to the persons named in the Summary Compensation Table above:



OPTION GRANTS IN LAST FISCAL YEAR



|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|------------------------- |  | ----------------------------------------------- |  | ---------------------------------------------------------------------------------------------- | -- |  | ---------------------------- | ----- | ------------------- | ---------- |  | - | --------- |  | - | --------- |  | - | ---------
|                          |  | Individual Grants                               |  | Potential Realized Value at AssumedAnnual Rates of Stock PriceAppreciation for Option Term
(1)
|Name                      |  | Number of Shares Underlying Options Granted (2) |  | % of Total Options Granted to Employees in Fiscal Year (3)                                     |    |  | Exercise Price Per Share
(4) |       | Expiration Date (5) |           
|                          |  |                                                 |  |                                                                                                | 0% |  | 5%                           |       | 10%                
|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|Bryan D. Stolle (6)       |  | 462,700                                         |  | 8.22                                                                                           | %  |  | $                            | 0.001 |                     | 11/30/2005 |  | $ | 3,150,524 |  | $ | 3,192,927 |  | $ | 3,233,888
|                          |  |                                                 |  |                                                                                                |    |  |                             
|Jay B. Fulcher (7)        |  | 166,666                                         |  |                                                                                                |    |  | $                            | 6.290 |                     | 1/24/2016  |  | $ |          |  | $ | 659,102   |  | $ | 1,670,186
|                          |  | 83,334                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 2/25/2006  |  | $ | 524,088   |  | $ | 526,264   |  | $ | 528,348  
|                          |  | 83,334                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 11/30/2005 |  | $ | 567,421   |  | $ | 575,058   |  | $ | 582,435  
|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  | 333,334                                         |  | 5.92                                                                                           | %  |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  |                                                 |  |                                                                                                |    |  |                             
|Carolyn V. Aver (8)       |  | 99,000                                          |  |                                                                                                |    |  | $                            | 6.360 |                     | 2/22/2012  |  | $ |          |  | $ | 214,057   |  | $ | 485,598  
|                          |  | 51,000                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 3/24/2006  |  | $ | 324,309   |  | $ | 325,612   |  | $ | 326,859  
|                          |  | 57,151                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 11/30/2005 |  | $ | 389,141   |  | $ | 414,088   |  | $ | 439,361  
|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  | 207,151                                         |  | 3.68                                                                                           | %  |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  |                                                 |  |                                                                                                |    |  |                             
|Christopher L. Wong (9)   |  | 36,000                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 3/24/2006  |  | $ | 228,924   |  | $ | 229,844   |  | $ | 230,724  
|                          |  | 16,667                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 11/30/2005 |  | $ | 113,486   |  | $ | 115,012   |  | $ | 116,487  
|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  | 52,667                                          |  | *                                                                                              |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  |                                                 |  |                                                                                                |    |  |                             
|Thomas H. Twietmeyer (10) |  | 50,000                                          |  |                                                                                                |    |  | $                            | 6.360 |                     | 2/22/2012  |  | $ |          |  | $ | 108,145   |  | $ | 245,343  
|                          |  | 25,000                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 3/24/2006  |  | $ | 158,975   |  | $ | 159,614   |  | $ | 160,225  
|                          |  | 58,334                                          |  |                                                                                                |    |  | $                            | 0.001 |                     | 11/30/2005 |  | $ | 397,196   |  | $ | 402,539   |  | $ | 407,701  
|                          |  |                                                 |  |                                                                                                |    |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          
|                          |  | 133,334                                         |  | 2.37                                                                                           | %  |  |                              |       |                     |            |  |   |           |  |   |           |  |   |          

---

|* |  | Less than one percent.
|- |  | ----------------------

|(1) |  | Potential gains are net of exercise price, but before taxes associated with the exercise. These amounts represent certain hypothetical gains based on assumed rates of appreciation,
based on SEC rules, and do not represent Agiles estimate or projection of future prices of Agiles common stock. Actual gains, if any, on stock option exercises are dependent on Agiles future performance, overall market conditions
and the optionees continued employment through the vesting period. Accordingly, the gains reflected in this table may not be achieved. Figures for 0% appreciation are only included for grants where the per share exercise price was
less than the closing price of our common stock, as reported on the Nasdaq Global Market, on the date of grant, and is calculated as the product of the difference between the closing price of our common stock on the date of grant and the per share
exercise price multiplied by the number of shares underlying the option grant.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | All options were granted under the 1995 Stock Option Plan, and have ten year terms, except for options granted in August 2005 pursuant to the Exchange Offer, which expired 11/30/05
(See Exchange Offer above), and options granted with an exercise price of $0.001 per share (Par Value Options) granted in January and February 2006, which have one month terms. On 8/22/05, new options were issued pursuant to
the Exchange Offer, under which one new option share was offered for each three outstanding option shares. Each such new option has an exercise price of $.001 per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Based on 5,631,670 shares subject to options granted to employees pursuant to our 1995 and 2000 stock plans during Fiscal 2006, including grants to the executive officers named in
the table.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(4) |  | All options with a per share exercise in excess of $0.001 per share were granted at fair market value on the date of grant (FMV Option), which, for each such option, is
the closing price of our common stock on the Nasdaq National Market on its grant date.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Certain of these options are granted at a price of $.001(Par Value Option). Par Value Options are exercisable upon grant, and expire on the expiration date set forth in
the notice of grant, typically 30 days or 90 days after the date of grant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Shares underlying such options vest, and therefore restrictions on sale lapse, as to one third of such shares on each of 12/1/05, 9/1/06, and 6/1/07.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | On 1/25/06, Mr. Fulcher was granted 83,334 Par Value Options, which vest as follows: in equal quarterly installments over three years, beginning on 1/25/06 and on each
subsequent quarterly anniversary of the grant date. On the same day, Mr. Fulcher was also granted 166,666 FMV Options, at $6.29 per share, which vest as follows: in equal monthly installments, over three years, beginning on 2/25/06 and on each
subsequent monthly anniversary of the grant date. On 8/22/05, Mr. Fulcher was granted 83,334 Par Value Options as a result of participating in the Exchange Offer. These options were exercisable upon grant, with the following vesting schedule:
1/3 of the shares vest on each of 12/1/05, 9/1/06 and 6/1/07.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | On 2/22/06, Ms. Aver was granted 99,000 FMV Options, at $6.36 per share, with the following vesting schedule: in equal quarterly installments over three years, beginning on
3/1/06 and on each subsequent quarterly anniversary of such vesting date. On the same day, Ms. Aver was also granted 51,000 Par Value Options, which were exercisable upon grant, with the same vesting schedule as the FMV Options described in the
preceding sentence. On 8/22/05, Ms. Aver was granted 57,151 Par Value Options as a result of participating in the Exchange Offer. These options were exercisable upon grant, with the following vesting schedule: 1/3 of the shares vest on each of
12/1/05, 9/1/06 and 6/1/07.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | On 2/22/06, Mr. Wong was granted 36,000 Par Value Options, with the following vesting schedule: 1/2 of the shares vest on each of 3/1/07 and 3/1/08. On 8/22/05, Mr. Wong
was granted 16,667 Par Value Options as a result of participating in the Exchange Offer. These options were exercisable upon grant, with the following vesting schedule: 1/3 of the shares vest on each of 12/1/05, 9/1/06 and 6/1/07.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | On 2/22/06, Mr. Twietmeyer was granted 50,000 FMV Options, at $6.36 per share, with the following vesting schedule: 1/2 of the shares vest on each of 2/28/07 and 2/28/08. On
the same day, Mr. Twietmeyer was also granted 25,000 Par Value Options, which were exercisable upon grant, with the following vesting schedule: 1/2 of the shares vest on each of 3/1/07 and 3/1/08. On 8/22/05, Mr. Twietmeyer was granted
58,334 Par Value Options as a result of participating in the Exchange Offer. These options were exercisable upon grant, with the following vesting schedule: 1/3 of the shares vest on each of 12/1/05, 9/1/06 and 6/1/07.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option Exercises and Fiscal 2006 Year-End Values



The following table provides the specified information concerning exercises
of options to purchase our common stock in fiscal 2006, and unexercised options held as of April 30, 2006, by the persons named in the Summary Compensation Table above. As set forth in the footnotes below the table, a portion of the shares that
have been exercised are not yet vested and thus would be subject to repurchase by Agile at a price equal to the option exercise price, if the employment of the optionee terminates prior to vesting of the shares acquired on exercise.



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES



|                     |  |                                   |                 |                   |               |                                                                  |              |                                                                |               |  |   |           |  |   |        
|-------------------- |  | --------------------------------- | --------------- | ----------------- | ------------- | ---------------------------------------------------------------- | ------------ | -------------------------------------------------------------- | ------------- |  | - | --------- |  | - | -------
|Name                 |  | SharesAcquired onExercise (1) (2) |                 | ValueRealized (3) |               | Number of Shares UnderlyingUnexercised Options at FiscalYear End |              | Value of Unexercised In-the-MoneyOptions at FiscalYear End (5)
|                     |  |                                   | Exercisable (4) |                   | Unexercisable |                                                                  | Exerciseable |                                                                | Unexercisable
|Bryan D. Stolle      |  | 462,700                           |                 | $                 | 2,831,261     |                                                                  | 628,850      |                                                                |              |  | $ | 372,000   |  | $ |       
|Jay B. Fulcher       |  | 216,668                           |                 | $                 | 1,345,508     |                                                                  | 978,088      |                                                                | 152,778       |  | $ | 1,821,444 |  | $ | 103,889
|Carolyn V. Aver      |  | 124,819                           |                 | $                 | 807,983       |                                                                  | 503,607      |                                                                | 108,725       |  | $ | 486,534   |  | $ | 118,448
|Christopher L. Wong  |  | 52,667                            |                 | $                 | 365,469       |                                                                  | 538,900      |                                                                |              |  | $ | 892,800   |  | $ |       
|Thomas H. Twietmeyer |  | 83,334                            |                 | $                 | 539,921       |                                                                  |             |                                                                | 50,000        |  | $ |          |  | $ | 30,500 

---

|(1) |  | All of the shares exercised by Mr. Stolle and a material portion of the shares exercised by each of the other executive officers were with respect to new
options acquired in the Exchange Offer described above. Each
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | recipient of those new options was required to exercise the option by 11/30/05, and the shares acquired upon such exercise are subject to resale restrictions
which lapse over time.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 308,466, 131,946, 89,099, 47,111 and 63,889 shares acquired by Mr. Stolle, Mr. Fulcher, Ms. Aver, Mr. Wong and Mr. Twietmeyer, respectively, which
are subject to repurchase, which repurchase right expires over time.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Based on the closing price of our common stock on the date of the exercise, as reported by the Nasdaq Global Market, and calculated by multiplying the difference between the market
price on the date of exercise and the exercise price by the number of shares issued on exercise.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes 345,575, 321,501, 104,001 and 183,900 options held by Mr. Stolle, Mr. Fulcher, Ms. Aver and Mr. Wong, respectively, that are exercisable but, if
exercised, are subject to sales restrictions or to repurchase, which sales restrictions and repurchase right expire over time.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Based on a market value of $6.97 per share, the closing price of our common stock on the date of the last trading day of the fiscal year, as reported by the Nasdaq Global Market,
and calculated by multiplying the difference between the exercise price and the market price at fiscal year end by the number of options held at fiscal year end.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Employment Contracts, Termination of Employment and Change-In-Control Arrangements



Employment Contracts



On February 22, 2006, Jay Fulcher, the Companys President and
Chief Executive officer, and the Company entered into an Executive Employment Agreement (the Agreement). The Agreement provides Mr. Fulcher a base annual salary of $400,000 and a target annual bonus of $300,000, the
exact amount of which, in any fiscal year of the Company, will be determined based on the performance of Mr. Fulcher and the Company under the parameters established in the Companys executive bonus program for that year. The Agreement may
be terminated, at any time, by either party. However, in the event the Agreement is terminated by the Company without cause (as defined in the Agreement), Mr. Fulcher will be entitled to receive a severance payment equal to one year of his base
salary and his target annual bonus, subject to Mr. Fulcher providing the Company with a general release in a form satisfactory to the Company. Any such severance would be paid in equal installments over the one year period after the
termination date.



Stock Option Plans



Options granted to our employees under our 1995 Stock Option Plan and our
2000 Nonstatutory Stock Option Plan generally provide that the vesting of options and restricted stock accelerates 100% in the event of a change of control of the Company where the plans are not assumed by the acquiring company. Where the plans are
assumed, the options become exercisable for, and restricted stock converts into, the same security and on the same exchange ratio as applies to Agiles common stock in the acquisition. The plans further permit an additional 18 months of vesting
of an option if there is a change of control andthe option is assumed and,within 18 months following the change of control, the optionees employment is terminated without cause.



In April 2005, the Board accelerated the vesting of all options (other than
those held by non-employee directors) with exercise prices in excess of $6.76 per share. In connection with this acceleration, the Company imposed restrictions on reselling the shares underlying the accelerated options such that those shares may
only be sold at such time as the option under which they are acquired would have been vested but for the acceleration. The restrictions on resale are eliminated in the same fashion and to the same extent as described above for options in the event
of a change of control.



Executive Retention and Severance Plan



We maintain the Executive Retention and Severance
Plan (the ERSP), which provides certain severance and other benefits, in connection with a Change-in-Control (as defined below) of the Company, to our officers



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and other key employees designated by the Board or the Compensation Committee. At present, the ERSP covers all our executive officers and certain other key
employees. The ERSP may not be terminated or amended in any way without a supplemental written agreement between any affected participant and Agile.



Under the ERSP, a Change-in-Control means the occurrence of any of the following: (i) any person, entity or group becomes the beneficial owner of 50%
or more of either our then outstanding common stock or the combined voting power of our then outstanding securities entitled to vote generally in the election of directors; or (ii) we are party to a merger or consolidation, which results in the
holders of our voting securities outstanding immediately prior thereto failing to retain, immediately after such merger or consolidation, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the securities
entitled to vote generally in the election of our directors or in the surviving entity outstanding immediately after such merger or consolidation; or (iii) the sale or disposition of all or substantially all of our assets or consummation of any
transaction having similar effect (other than a sale or disposition to one or more of our subsidiaries); or (iv) a change in the composition of our Board within any consecutive two-year period as a result of which fewer than a majority of the
directors are Incumbent Directors (as defined in the ERSP).



If, during a Change-in-Control Period (as described below), a participants employment is terminated other than for Cause or by the participant for Good Reason (each as defined in the ERSP), any such terminations of
employment being referred to as a Termination upon a Change-in-Control, then, provided that the participant executes a prescribed release of claims against us, the participant will be entitled to certain payments and benefits described
below, in addition to all compensation and benefits earned by the participant through the date of the participants termination of employment. The applicable Change-in-Control Period commences on the consummation of a
Change-in-Control and ends on the date which is 18 months following the Change-in-Control.



On a Termination upon a Change-in-Control, an ERSP participant, other than Mr. Fulcher, will receive a lump sum cash severance payment in an amount equal to the sum of (x) one-half or one-third of the
participants annual base salary immediately prior to termination or, if higher, immediately prior to the Change-in-Control, plus (y) one-half or one-third of the greatest of (1) the aggregate of all bonuses earned by the participant
for the fiscal year immediately preceding the fiscal year of the Change-in-Control, (2) the aggregate of all bonuses earned by the participant for the fiscal year immediately preceding the fiscal year of the participants Termination Upon
a Change-in-Control, or (3) the aggregate of all annual bonuses that would be earned by the participant at the targeted annual rate (assuming attainment of 100% of all applicable performance goals) for the fiscal year of the participants
Termination Upon a Change-in-Control. Mr. Fulchers participation in the ERSP has been amended to provide that he will be eligible to receive a cash severance payment in an amount equal to one-years annual base salary and bonus, as
determined in the manner described above.



Following a
participants Termination upon Change-in-Control, the ERSP also provides that we will provide the participant with continued health and other group insurance benefits for the participants benefit period after the participants
Termination upon Change-in-Control. The participant will also be indemnified by us to the fullest extent permitted under applicable law, as set forth in the ERSP. In addition, if any payment or benefit received or to be received by any participant
pursuant to the ERSP or otherwise (Payments) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the ERSP provides that compensation and benefits payable upon a Change-in-Control will be
determined in a manner that produces the greatest after-tax benefit for the employee. Accordingly, in some instances a reduction in payments may be made to an amount just below the safe harbor threshold in order to produce a greater after-tax
benefit to the executive by avoiding the payment of the excise tax on the value of the benefits.



The ESRP does not alter the treatment of options under our existing stock option plans. For a discussion of the treatment of options under existing plans
in the event of a change in control, see Stock Option Plans above. The ERSP provides that all participants will continue to abide by the terms of the confidentiality and/or proprietary rights agreement between the participant and us. In
addition, following a participants Termination upon a Change-in-Control, for a period equal to a participants Change-in-Control period, the participant may not solicit or offer employment to any of our employees.



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Director Compensation



Our directors, other than our Chairman, do not receive any cash compensation for their services as directors, but are reimbursed for reasonable travel
expenses incurred in attending meetings of the Board. Our Chairman, beginning in fiscal 2007, will receive an annual fee of $50,000. In addition, Board members are compensated for their committee participation. Board members serving on our Board
committees are compensated on an annual retainer (paid quarterly) for the committee and role as set forth below:



|                          |  |          |        |                 |   |       
|------------------------- |  | -------- | ------ | --------------- | - | ------
|Committee                 |  | Chairman |        | CommitteeMember
|Audit                     |  | $        | 50,000 |                 | $ | 20,000
|Compensation              |  | $        | 20,000 |                 | $ | 10,000
|Nominating and Governance |  | $        | 20,000 |                 | $ | 10,000



Our directors are
eligible to participate in our 1995 Stock Option Plan, and employee-directors are able to participate in our 1995 Stock Option Plan, 1999 Employee Stock Purchase Plan, and 401(k) plan. Options granted to our non-employee directors are not intended
to qualify as incentive stock options under the Internal Revenue Code. Each of our non-employee directors are automatically granted an option to purchase 100,000 shares of our common stock upon initial election to the Board. Each non-employee
director that has served as a director for at least six months as of May 1 of each year is automatically granted, on May 1 of each year, an option to purchase 25,000 shares of our common stock. All options granted automatically to our
non-employee directors have an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. Initial option grants vest in 48 equal monthly installments beginning on the date of grant. Annual option
grants vest monthly, in 12 equal monthly installments, beginning 37 months after the date of grant. All non-employee director options automatically vest in full upon a change-in-control of Agile. A director whose service ceases for any reason may
exercise the vested portion of any options within 12 months following such termination. All options granted to non-employee directors expire 10 years following the date of grant.



During Fiscal 2006, we granted options to purchase 25,000 shares of our common stock to each of Messrs. Chang, Codd,
Laidig and Wahl and to Ms. Schoendorf. These options vest in equal monthly installments beginning 37 months after the date of grant, which was May 1, 2005.



Compensation Committee Interlocks and Insider Participation in Compensation Decisions



No interlocking relationship exists between any member of our Board or our
Compensation Committee and any member of the Board of Directors or Compensation Committee of any other company, and no such relationship has existed in the past.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth, as of December 31, 2006, certain information with respect to the beneficial ownership
of Agiles common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers named in the Summary Compensation Table
above, and (iv) all of our directors and such named executive officers as a group. Except as otherwise indicated below and subject to applicable community property laws, each person named in the table has sole voting and sole investment powers
with respect to all shares of common stock shown as beneficially owned by such person. Applicable percentage ownership in the table is based on 57,545,957 shares of common stock outstanding as of December 31, 2006. Beneficial ownership is
determined under the rules and regulations of the Securities and Exchange Commission. Shares of common stock subject to options or warrants that are presently exercisable or exercisable within 60 days of December 31, 2006 are deemed outstanding
for the purpose of computing the percentage ownership of the person or entity holding options or warrants, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or entity.



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PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT



|                                            |  |                                  |  |             |  |                            |  |                                   |  
|------------------------------------------- |  | -------------------------------- |  | ----------- |  | -------------------------- |  | --------------------------------- | -
|Beneficial Owner (1)                        |  | Number ofSharesBeneficiallyOwned |  | Options (2) |  | TotalBeneficiallyOwned (2) |  | Percent ofBeneficialOwnership (3) |  
|5% Stockholders                             |  |                                  |  |             |  |                            |  |                                   |  
|BlackRock, Inc. (4)                         |  | 5,050,244                        |  |            |  | 5,050,244                  |  | 8.78                              | %
|Dimensional Fund Advisors LP (5)            |  | 4,834,319                        |  |            |  | 4,834,319                  |  | 8.40                              | %
|Columbia Wanger Asset Management , L.P. (6) |  | 4,060,000                        |  |            |  | 4,060,000                  |  | 7.06                              | %
|Perry Corp (7)                              |  | 3,463,200                        |  |            |  | 3,463,200                  |  | 6.02                              | %
|                                            |  |                                  |  |            
|Directors and Executive Officers            |  |                                  |  |             |  |                            |  |                                   |  
|Bryan D. Stolle (8) (9)                     |  | 1,152,093                        |  | 628,850     |  | 1,780,943                  |  | 3.06                              | %
|Gareth C.C. Chang                           |  |                                 |  | 93,750      |  | 93,750                     |  | *                                 |  
|Ronald E.F. Codd                            |  | 10,000                           |  | 87,500      |  | 97,500                     |  | *                                 |  
|Klaus-Dieter Laidig                         |  | 21,667                           |  | 45,833      |  | 67,500                     |  | *                                 |  
|Nancy J. Schoendorf (10)                    |  | 446,583                          |  | 20,833      |  | 467,416                    |  | *                                 |  
|Paul Wahl                                   |  |                                 |  | 120,833     |  | 120,833                    |  | *                                 |  
|Jay B. Fulcher (9)                          |  | 176,482                          |  | 1,084,385   |  | 1,260,867                  |  | 2.15                              | %
|Carolyn V. Aver (9)                         |  | 91,491                           |  | 591,332     |  | 682,823                    |  | 1.17                              | %
|Christopher L. Wong (9)                     |  | 48,696                           |  | 573,900     |  | 622,596                    |  | 1.07                              | %
|Thomas H. Twietmeyer (9)                    |  | 85,182                           |  | 50,000      |  | 135,182                    |  | *                                 |  
|Directors and executive officers as a group |  | 2,032,194                        |  | 3,297,216   |  | 5,329,410                  |  | 8.76                              | %

---

|* |  | Less than 1%.
|- |  | -------------

|(1) |  | Unless otherwise indicated, the address of each of the named individuals is c/o Agile Software Corporation, 6373 San Ignacio Avenue, San Jose, CA 95119-1200.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Under the rules of the Securities and Exchange Commission (SEC), a person is deemed to be the beneficial owner of shares that can be acquired by such person, within 60
days of a specific date, upon the exercise of options. Accordingly, this column includes all options that are currently exercisable or will become exercisable within 60 days after 12/31/06, by the beneficial owner.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Based on 57,545,957 shares of common stock outstanding as of 12/31/06, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days
after 12/31/06 are deemed outstanding for purposes of calculating that stockholders percentage beneficial ownership.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Based on Schedule 13G filed by BlackRock, Inc. with the SEC on 2/14/07. BlackRock, Inc. holds shared dispositive and
voting power for 3,934,647 of the shares (representing 6.84% of beneficial ownership) with Master Value Opportunities Trust. The address of BlackRock, Inc. is 40 East 52ndStreet, New York, NY 10022.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Based on Schedule 13G filed by Dimensional Fund Advisors LP (DFA) with the SEC on 2/01/07. DFA shares voting and dispositive power for the shares with certain unnamed
funds, which beneficially own the shares. The address of DFA is 1299 Ocean Avenue, Santa Monica, CA 90401.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Based on Schedule 13G filed by Columbia Wanger Asset Management, L.P. (Columbia) with the SEC on 01/11/2007. Columbia holds sole dispositive and voting power for the
shares. The address of Columbia is 227 West Monroe Street, Suite 300, Chicago, IL 60606.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Based on Schedule 13G filed by Perry Corp with the SEC on 02/12/2007. Perry Corp holds sole dispositive and voting power for the shares. The address of Perry Corp is 767 Fifth
Avenue, New York, NY 10153.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Includes 51,004 shares held by Bryan D. Stolle as trustee of the Wilson E. Stolle Trust Created Under the Bryan D. Stolle Annuity Trust #1 UTA dated 8/18/99, 51,004
shares held by Bryan D. Stolle as trustee of the Jacob N. Stolle Trust Created Under the Bryan D. Stolle Annuity Trust #1 UTA dated 8/18/99, 51,004 shares held by Deborah S. Stolle as trustee of the Wilson E. Stolle Trust Created Under the Deborah
S. Stolle Annuity Trust #1 UTA dated 8/18/99, 51,004 shares held by Deborah S. Stolle as trustee of the Jacob N. Stolle Trust Created Under the Deborah S. Stolle Annuity Trust #1 UTA dated 8/18/99, 585,911 shares held by Deborah Stolle and Bryan
Stolle as trustees of the Bryan Stolle Family Trust, 2,000 shares held by
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Bryan D. Stolle as Custodian for Caroline Stolle under UCAUTMA, 2,000 shares held by Bryan D. Stolle as Custodian for Michael Pettit under UCAUTMA and 2,000
shares held by Bryan D. Stolle as Custodian for Jonathan Pavlicek under UCAUTMA. Includes options to purchase 672,175 shares that, once exercised, the optionee must refrain from selling until the date on which the shares would have vested under the
respective options original vesting terms.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Includes 206,325, 227,000, 69,000, 91,000 and 25,000 options held by Mr. Stolle, Mr. Fulcher, Ms. Aver, Mr. Wong and Mr. Twietmeyer, respectively, that are
exercisable but, if exercised, are subject to sales restrictions or to repurchase, which sales restrictions and repurchase rights expire over time.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Includes 44,920 shares held by Ms. Schoendorfs spouse.
|---- |  | -------------------------------------------------------



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EQUITY COMPENSATION PLAN INFORMATION



We currently maintain three compensation plans that provide for the issuance of our common stock to officers and other
employees, directors and non-employees. These consist of the 1995 Stock Option Plan and the 1999 Employee Stock Purchase Plan (the Purchase Plan), both of which have been approved by stockholders, and the 2000 Nonstatutory Stock Option
Plan (the 2000 Plan), which has not been approved by stockholders. The following table provides information as of April 30, 2006 about our common stock that may be issued upon the exercise of options, warrants and rights under all
of our existing equity compensation plans.



|                                                           |  |                                                                                         |  |                                                                             |      |                                                                                                                                     |           
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------- | ----------
|Plan Category                                              |  | Number of Shares to beIssued Upon Exercise ofOutstanding Options,Warrants and
Rights(a) |  | Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights(b) |      | Number of Shares RemainingAvailable for Future
IssuanceUnder Equity CompensationPlans (Excluding SharesReflected in Column (a)) (c)
|Equity compensation plans approved by stockholders (1) (2) |  | 4,298,056                                                                               |  | $                                                                           | 6.17 |                                                                                                                                     | 8,829,955 
|Equity compensation plans not approved by stockholders (3) |  | 3,659,519                                                                               |  | $                                                                           | 6.30 |                                                                                                                                     | 10,991,071

---

|(1) |  | The 1995 Plan provides for an automatic share reserve increase on the first day of each fiscal year, beginning on or after May 1, 2000, by an amount equal to the lesser of
(a) one million shares, (b) 5% of the number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year, or (c) a lesser amount of shares determined by the Board. In accordance with the
terms of the 1995 Plan, the number of securities available for future issuance was automatically increased by one million shares on May 1, 2006, which increase is not reflected in the table above.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 4,868,007 shares that are reserved for issuance under the Purchase Plan. The Purchase Plan provides for an automatic share reserve increase each May 1, through and
including May 1, 2009, by an amount equal to the lesser of (a) 500,000 shares per year, (b) 2% of the number of shares of common stock that was issued and outstanding on the last day of the preceding fiscal year, or (c) a lesser
amount of shares determined by the Board. In accordance with the terms of the Purchase Plan, the number of securities available for future issuance was automatically increased by 500,000 shares on May 1, 2006, which increase is not reflected in
the table above.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Consists of options outstanding and shares available for future issuance under the 2000 Plan, the material features of which are described below.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



Summary Description of Non-Stockholder Approved Plan



2000 Nonstatutory Stock Option Plan.    As of
April 30, 2006, we had reserved 19,500,000 shares of common stock for issuance under the 2000 Plan, of which options to purchase approximately 3,656,025 shares had been granted, and options to purchase approximately 10,949,265 shares remained
available for grant. The 2000 Plan is administered by the Compensation Committee. It provides for the grant of nonstatutory stock options to employees (excluding officers and directors) and non-employees at exercise or purchase prices determined by
the Board. Options granted under the 2000 Plan generally, in the case of Par Value Options, have a 30 to 90 day term with quarterly or monthly vesting over a two to three year term and, in the case of FMV Options, have a three or four year term with
monthly vesting. Shares issued upon the exercise of Par Value Options are subject to restrictions on sale and potential forfeiture to the Company, which restrictions and forfeiture rights lapse as the shares vest. With each type of option, the first
vest is generally deferred until six months from the grant date. Vesting will accelerate upon a change-in-control of the Company unless the successor corporation assumes the option or replaces it with a cash incentive program that preserves for the
option holder the excess of the underlying shares value, at the time of the transaction, over the exercise price, with payment to be made over the same vesting schedule.



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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



During Fiscal 2006, we were not a party to any transaction or series of transactions involving $60,000 or more and in which any director, executive
officer or holder of more than 5% of our capital stock had a material interest, other than the ESRP and Executive Employment Agreement with Jay Fulcher, our CEO, described under Employment Contracts, Termination of Employment and
Change-in-Control Arrangements above, and the Company use of an airplane owned by a company in which Bryan Stolle, our Chairman, has an interest. During Fiscal 2006, the Board authorized the Company to spend up to $200,000 for the use of the
airplane in connection with a possible transaction involving the Company. We did, in fact, spend approximately $195,000 to use the airplane for such purposes. The charges for the use of the airplane were negotiated on an arms length basis, and
we believe that we paid no more than the market rate for its use.



We have entered into indemnity agreements with certain employees, officers and directors that provide, among other things, that we will indemnify such employee, officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as an employee, officer, director or other agent
with us, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. In this regard, we have received, or expect to receive, requests for indemnification by certain current and former officers and directors in connection with
our review of our historic stock option granting practices and the related restatement, related governmental inquiries, and shareholder derivative litigation and class action litigation described in Item 3 of this Form 10K. The maximum amount
of potential future indemnification is unknown and potentially unlimited; however, we have directors and officers liability insurance policies that enable us to recover a portion of future indemnification claims paid, subject to
retentions, conditions and limitations of the policies. As a result of this insurance coverage, we believe that the fair value of these indemnification claims is not material.



ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES



The Audit Committee of our Board of Directors has selected PricewaterhouseCoopers LLP as our registered independent public accounting firm to audit the
consolidated financial statements of Agile for fiscal 2007. PricewaterhouseCoopers LLP has acted in such capacity since our incorporation in 1995.



The following table sets forth the aggregate fees billed to Agile for fiscal 2005 and 2006 by PricewaterhouseCoopers LLP:



|                   |  |             |           |             |   |          
|------------------ |  | ----------- | --------- | ----------- | - | ---------
|                   |  | Fiscal 2005 |           | Fiscal 2006
|Audit Fees (1)     |  | $           | 1,244,000 |             | $ | 2,971,000
|Tax Fees (2)       |  |             | 33,000    |             |   | 41,000   
|All Other Fees (3) |  |             | 6,000     |             |   | 88,000   
|                   |  |             |           |             |   |          
|Total              |  | $           | 1,283,000 |             | $ | 3,100,000

---

|(1) |  | Audit Fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review of the interim consolidated financial
statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements and annual or other periodic reports at international locations. In
addition, audit fees include fees related to the review, testing and attestation of our internal controls, review of accounting matters related to our acquisition, review of responses to SEC comment letters, and for services performed in connection
with any investigation by the Company that could have an impact on our consolidated financial statements.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance
regarding federal, state and international tax compliance, acquisitions and international tax planning, and preparation of federal, state and foreign tax returns.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | All other fees consist of fees for products and services other than the services described above.
|--- |  | -------------------------------------------------------------------------------------------------



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##### Table of Contents

Audit Committee Pre-Approval Policies and Procedures



Representatives of PricewaterhouseCoopers LLP normally attend each meeting
of the Audit Committee of the Board. The Audit Committee, on at least an annual basis, reviews audit and non-audit services performed by PricewaterhouseCoopers LLP, as well as the fees charged by PricewaterhouseCoopers LLP for such services. All
audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the independence of the registered independent public accounting firm. The Audit
Committee has considered the role of PricewaterhouseCoopers LLP in providing its audit, audit-related and non-audit services to Agile, and has concluded that such services are compatible with PricewaterhouseCoopers independence as Agiles
registered independent public accounting firm.



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PART IV



|ITEM 15.    EXHIBITS, | FINANCIAL STATEMENT SCHEDULES
|--------------------- | -----------------------------



(a)    1.    Financial Statements



See Item 8 of this Form 10-K.



(b).    Exhibits



The following are filed as part of, or incorporated by reference into, this Form 10-K.



|      |  |                                                                                                                                                                                                                                                                                                                                                     
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  | Certificate of Incorporation of Agile Software Corporation, as amended to date (1)                                                                                                                                                                                                                                                                  
|      | 
|3.2   |  | Certificate of Elimination and Certificate of Amendment (1)                                                                                                                                                                                                                                                                                         
|      | 
|3.3   |  | Amended and Restated Bylaws of Agile Software Corporation (2)                                                                                                                                                                                                                                                                                       
|      | 
|4.1   |  | Specimen common stock Certificate (1)                                                                                                                                                                                                                                                                                                               
|      | 
|4.2   |  | Form of Rights Agreement between Agile Software Corporation and Fleet National Bank, as Rights Agent (including as Exhibit A the form of
Certificate of Designation, Preferences and Rights of the Terms of the Series A Preferred Stock, as Exhibit B the form of Right Certificate, and as Exhibit C the Summary of Terms of Rights Agreement) (2)
|      | 
|10.1* |  | Amended and Restated 1995 Stock Option Plan (1)                                                                                                                                                                                                                                                                                                     
|      | 
|10.2* |  | 1999 Employee Stock Purchase Plan (1)                                                                                                                                                                                                                                                                                                               
|      | 
|10.3* |  | 2000 Nonstatutory Stock Option Plan and Forms of Option Agreements thereto (3)                                                                                                                                                                                                                                                                      
|      | 
|10.4* |  | Form of Option Agreement and Related Restricted Stock Agreement (4)                                                                                                                                                                                                                                                                                 
|      | 
|10.5* |  | Form of Indemnity Agreement between Agile Software Corporation and its directors and officers (1)                                                                                                                                                                                                                                                   
|      | 
|10.6* |  | Executive Retention and Severance Plan adopted by the Company on October 17, 2002 and entered into with its executive officers and certain
key employees, together with forms of Participation Agreement and Release of Claims Agreement (5)                                                                                                        
|      | 
|10.7  |  | Sublease dated May 9, 2003 made by and between Nortel Networks Inc. (as successor in interest to Alteon Web Systems), as sub landlord, and
Agile Software Corporation as subtenant (6)                                                                                                                                                              
|      | 
|10.8  |  | Form of Option Amendment Agreement (7)                                                                                                                                                                                                                                                                                                              
|      | 
|10.9  |  | Letter Agreement re: Tax Withholding* (8)                                                                                                                                                                                                                                                                                                           
|      | 
|10.10 |  | Executive Bonus Plan* (9)                                                                                                                                                                                                                                                                                                                           
|      | 
|10.11 |  | Employment Agreement with Jay Fulcher* (10)                                                                                                                                                                                                                                                                                                         
|      | 
|10.12 |  | Executive Bonus Plan for Fiscal 2007* (11)                                                                                                                                                                                                                                                                                                          
|      | 
|21.1  |  | Material Subsidiaries                                                                                                                                                                                                                                                                                                                               
|      | 
|23.1  |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                
|      | 
|24.1  |  | Power of Attorneyincluded on the signature page                                                                                                                                                                                                                                                                                                    
|      | 
|31.1  |  | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002                                                                                                                                                                          
|      | 
|31.2  |  | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002                                                                                                                                                                          
|      | 
|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                                                                                                                                                                                                   
|      | 
|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                                                                                                                                                                                                   

---

|(1) |  | Incorporated by reference to Agiles Registration Statement on Form S-1 (Reg. No. 333-81387), declared effective on August 19, 1999.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------



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|(2) |  | Incorporated by reference to Agiles Current Report on Form 8-K (file No. 000-27071), filed on April 26, 2001.
|--- |  | --------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to Agiles Schedule TO, filed on October 18, 2001.
|--- |  | ----------------------------------------------------------------------------

|(4) |  | Incorporated by reference to Agiles Amendment No. 1 to Schedule TO, filed on August 24, 2005.
|--- |  | ----------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to Agiles Quarterly Report on Form 10-Q (file No. 000-27071), filed on December 13, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference to Agiles Annual Report on Form 10-K (file No. 000-27071), filed on July 28, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to Agiles Current Report on Form 8-K, filed on May 3, 2005.
|--- |  | --------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference to Agiles Quarterly Report on Form 10-Q, filed on September 8, 2005.
|--- |  | -----------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference to Agiles Current Report on Form 8-K, filed on February 28, 2006.
|--- |  | --------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to Agiles Quarterly Report on Form 10-Q, filed on March 13, 2006.
|---- |  | --------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to Agiles Current Report on Form 8-K, filed on May 15, 2006.
|---- |  | ---------------------------------------------------------------------------------------

|* |  | Management contract or compensatory plan.
|- |  | -----------------------------------------



(c)    Financial Statement Schedules



Schedule IIConsolidated Valuation and Qualifying Accounts.



Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is included in the Financial
Statements or notes thereto.



138



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SIGNATURES



Pursuant to the
requirement of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



AGILE SOFTWARE CORPORATIONBy:

/S/    JAY B.
FULCHERJay B. Fulcher Chief Executive OfficerDate: March 5, 2007




POWER OF
ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each of
the persons whose signature appears below hereby constitutes and appoints Jay B. Fulcher and Carolyn V. Aver, each of them acting individually, as his or her attorney-in-fact, each with the full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.



Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated:



|                                               |  |                                                                                                    |  |              
|---------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                      |  | Title                                                                                              |  | Date         
|                                               |  |                                                                                                   
|/S/    JAY B.
FULCHER Jay B. Fulcher           |  | Chief Executive Officer, and Director (Principal Executive Officer)                                |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    CAROLYN V.
AVER Carolyn V. Aver         |  | Executive Vice President and Chief Financial Officer, (Principal Financial and Accounting Officer) |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    BRYAN D.
STOLLE Bryan D. Stolle         |  | Chairman of the Board of Directors                                                                 |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    GARETH C.C.
CHANG Gareth C.C. Chang     |  | Director                                                                                           |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    RON E. F.
CODD Ron E. F. Codd           |  | Director                                                                                           |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    KLAUS-DIETER
LAIDIG Klaus-Dieter Laidig |  | Director                                                                                           |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    NANCY J.
SCHOENDORF Nancy J. Schoendorf |  | Director                                                                                           |  | March 5, 2007
|                                               |  |                                                                                                   
|/S/    PAUL
WAHL Paul Wahl                     |  | Director                                                                                           |  | March 5, 2007



139