Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On September 20, 2007, Rambus Inc. (the "Company") received a notice (the "Notice") from U.S. Bank National Association, as trustee (the "Trustee") of the Company's Zero Coupon Convertible Senior Notes due February 1, 2010 (the "Notes") rescinding the acceleration of the Notes contained in the letter from the Trustee dated July 31, 2007 and waiving all existing Events of Default as defined in the Indenture, dated as of February 1, 2005 (the "Indenture"), between the Company and the Trustee, governing the Notes. The Notice indicated that the Trustee had received direction from holders holding a majority in aggregate principal amount of the Notes outstanding to waive all existing Events of Default and rescind the acceleration of the Notes.

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