Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and beliefs of management and are subject to risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by these statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions identify forward-looking statements. Such statements address future events and conditions concerning intellectual property acquisition and development, licensing and enforcement activities, capital expenditures, earnings, litigation, regulatory matters, markets for our services, liquidity and capital resources and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in demand for our services, legislative, regulatory and competitive developments in markets in which we and our subsidiaries operate, results of litigation and other circumstances affecting anticipated revenues and costs and the other risks discussed under the subheading "Risk Factors" in Item 1A, Part II of this Quarterly Report on Form 10-Q, as well as elsewhere in this report. The occurrence of the events described in "Risk Factors" could harm our business, results of operations and financial condition. Additionally, there are forward-looking statements covering the patent purchase agreement (the "MSA") entered into between Unwired Planet and Ericsson and the transactions contemplated by that agreement. These forward-looking statements are subject to a number of risks, including, but not limited to, the ability of the parties to the MSA to consummate the proposed transaction in light of the various closing conditions set forth in the MSA and other transaction documents (including those conditions related to antitrust approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), the expiration of encumbrances on the Ericsson Patent Portfolio, the potential value and synergies created by the patent purchase, including the future market for smartphones and 3G/4G mobile phone shipments and the ability of Unwired Planet to realize and monetize the value of our intellectual property. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements except as required by law. Readers should carefully review the risk factors described in this section and in "Risk Factors" below and other risks identified from time to time in our public statements and reports filed with the Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which was filed with the Securities and Exchange Commission on September 7, 2012, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q.

Overview of Our Business

Unwired Planet, Inc. (referred to as "Unwired Planet", "our", "we" or "us") is an intellectual property and technology licensing company. Over the years, we have amassed a patent portfolio of approximately 200 issued United States and foreign patents and approximately 75 pending applications, many of which are considered formative to mobile communications.

Unwired Planet, formerly known as Openwave Systems Inc., was incorporated in 1994 as a Delaware corporation, and we completed our initial public offering in June 1999. Our principal executive offices are located at 170 South Virginia Street, Suite 201, Reno, Nevada, 89501. Our telephone number is (775) 980-2345. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, are available free of charge through our website at www.unwiredplanet.com , as soon as reasonably practicable after we file or furnish such material with the Securities and Exchange Commission (SEC). Information contained on our website is not incorporated by reference to this Quarterly Report.

Until recently, we were primarily a software company delivering mediation and messaging solutions to communication service providers. On January 12, 2012, we announced our pursuit of strategic alternatives for our product operations, and sold our product businesses as of April 30, 2012 - See Note 3 of Notes to Condensed Consolidated Financial Statements for further information.

Unwired Planet is focused on pursuing a multi-pronged strategy to realize the value of our patent portfolio, which ranges from direct licensing or sale of our patents to litigation, joint ventures, and partnering with one or more intellectual property specialists. We generate revenue by licensing our patented innovations and technologies to companies that develop mobile communications software infrastructure or hardware and/or develop mobile communications products. Our goal is to continue to create additional licensing opportunities.

As part of this strategy, on January 10, 2013, we announced that we had entered into a patent purchase agreement (the "MSA") with LM Ericsson Telephone Company ("Ericsson"), whereby, upon closing, Ericsson will transfer 2,185 issued US and international patents and patent applications ("Ericsson Transferred Patent Portfolio") to our indirect subsidiary, UP LLC. Under the terms of the transaction, Ericsson will also contribute 100 additional patents annually to UP LLC commencing in 2014 through 2018. At or prior to

the closing, we will transfer all of our patents not previously transferred to UP LLC. We will also grant Ericsson a license to our enlarged patent portfolio. In consideration for the Ericsson Transferred Patent Portfolio, we will pay Ericsson the following portion of UP LLC's cumulative gross revenue on a quarterly basis in accordance with the provisions of the MSA (the "Gross Revenue Payments"): (i) 20% of the amount of Cumulative Gross Revenue, until the Cumulative Gross Revenue equals $100 million; plus (ii) 50% of the amount of Cumulative Gross Revenue in excess of $100 million, until the Cumulative Gross Revenue equals $500 million; plus (iii) 70% of the amount of Cumulative Gross Revenue in excess of $500 million. During a specified period following the closing of the Patent Purchase, with respect to certain patents, the MSA establishes revenue sharing adjustments in favor of Ericsson if UP LLC grants licenses (or similar rights) below certain agreed-upon royalty rates. Additionally, pursuant to the MSA with respect to the Ericsson Transferred Patent Portfolio and to the extent applicable, UP LLC has accepted an obligation to behave in a manner that is fair, reasonable and non-discriminatory ("FRAND"). The aggregate result of these commitments together with other obligations contained in these documents is such that UP LLC will pursue recurring revenue license arrangements that reflect the fair value of its entire patent portfolio, while at the same time respecting Ericsson's existing commitments, customers and, to the extent applicable, any FRAND obligations. UP LLC believes that such an approach will maximize value for its shareholders over the long term, but such arrangements may take a longer period of time to achieve and may result in smaller upfront payments, as compared to lump sum perpetual licensing.

Overview of Financial Results During the Three and Six Months Ended December 31, 2012

The following table represents a summary of our operating results from continuing operations for the three and six months ended December 31, 2012, compared with the three and six months ended December 31, 2011 (dollars in thousands):

                                         Three Months Ended                           Six Months Ended
                                            December 31,             Percent            December 31,             Percent
                                         2012           2011         Change          2012           2011         Change
                                             (unaudited)                                 (unaudited)
Revenues                               $       3      $      5            -40 %    $       6      $ 15,026           -100 %
Operating expenses                         8,855         6,268             41 %       18,740        10,604             77 %

Operating income (loss)                   (8,852 )      (6,263 )           41 %      (18,734 )       4,422           -524 %
Interest and other income, net                39          (309 )         -113 %           89          (247 )         -136 %

Net income (loss) from continuing
operations                             $  (8,813 )    $ (6,572 )           34 %    $ (18,645 )    $  4,175           -547 %

Revenues decreased during the three and six months ended December 31, 2012, compared to the corresponding periods of the prior year. See discussion of Revenues below under the "Summary of Operating Results."

Overall, operating expenses increased during the three and six months ended December 31, 2012, compared with the corresponding periods of the prior year. These increases are primarily due to increased general and administrative costs related to increased resources focused on the business and its relocation to Reno, Nevada, as discussed in further detail under "Summary of Operating Results" below.

Critical Accounting Policies and Judgments

We believe that there are several accounting policies that are critical to understanding our business and prospects for our future performance, as these policies affect the reported amounts of revenue and other significant areas that involve management's judgment and estimates. These significant accounting policies are:

• Revenue recognition;

• Stock-based compensation;

• Valuation of investments; and

• Restructuring-related assessments.

There have been no material changes to our critical accounting policies and estimates since our fiscal year end on June 30, 2012.

For further discussion of our critical accounting policies and judgments, please refer to the Notes to our condensed consolidated financial statements included in this Form 10-Q and to our Management's Discussion and Analysis of Financial Condition and Results of Operations and audited consolidated financial statements and accompanying notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

Summary of Operating Results

Three and Six Months Ended December 31, 2012 and 2011

Revenues

We generate patent revenue, which is derived from licensing our intellectual
property.

To date our patent revenues have been from two customers, as shown in the
following table:



                                % of Total Revenue           % of Total Revenue
                                Three Months Ended            Six Months Ended
                                   December 31,                 December 31,
                                2012            2011         2012            2011
          Customer:
          Microsoft                 -              -             -             100 %
          Mobixell Networks        100 %          100 %         100 %            0 %

Although we intend to broaden our customer base, there can be no assurance that this objective will be achieved.

The following table presents key revenue information (dollars in thousands):

                                           Three Months Ended                          Six Months Ended
                                              December 31,             Percent           December 31,            Percent
                                           2012            2011        Change         2012          2011         Change
Revenues:
Patents                                  $      3         $    5            -40 %          6        15,026           -100 %

Total Revenues                           $      3         $    5            -40 %    $     6      $ 15,026           -100 %

Percent of revenues:
Patents                                       100 %          100 %                       100 %         100 %

Total Revenues                                100 %          100 %                       100 %         100 %

Patents Revenues

During the first quarter of fiscal 2012, we entered into a license agreement with a third-party whereby we licensed rights to the majority of our patents for a fee of $15.0 million which was received during the second quarter of fiscal 2012. Additionally, we receive royalties related to patent license agreement entered into in the first quarter of fiscal 2011. We intend to continue to seek monetization opportunities for our intellectual property; however, there can be no guarantee that our efforts will be successful.

Operating Expenses

The following table represents operating expenses for the three and six months
ended December 31, 2012 and 2011, respectively (dollars in thousands):



                                          Three Months Ended                         Six Months Ended
                                             December 31,            Percent           December 31,            Percent
                                           2012          2011        Change          2012         2011         Change
Operating expenses:
Sales and marketing expense             $       -       $    -             -       $     78     $    375            -79 %
Patent licensing expenses                    3,156        3,272            -4 %       8,715        4,996             74 %
General and administrative                   4,350        1,212           259 %       8,141        2,898            181 %
Restructuring and other related costs        1,349        1,784           -24 %       1,806        2,335            -23 %

Total Operating Expenses                $    8,855      $ 6,268            41 %    $ 18,740     $ 10,604             77 %

Percent of Revenues:
Sales expense                                  *nm          *nm                         *nm            2 %
General and administrative                     *nm          *nm                         *nm           19 %
Patent initiative expenses                     *nm          *nm                         *nm           33 %

* not meaningful

Sales and marketing expense

Sales and marketing expenses include salary and benefit expenses and travel expenses for our marketing personnel, as well as any commissions related to our patent revenues. Sales and marketing expenses also include the costs of public relations, promotional materials and other market development programs.

Sales and marketing expense decreased by approximately 79% in the six months ended December 31, 2012, as compared with the corresponding period in the prior year. This decrease was primarily due the expense in fiscal 2012 relating to a commission on the patent deal signed during the first quarter of fiscal 2012, with no such comparable payment made in the first six months of fiscal 2013.

Patent licensing expenses

Patent licensing expenses include legal and consulting costs related to licensing our patents, which includes litigation expenses to protect our patents and our licensing business when necessary, as well as labor costs for employees engaged in these activities on a full-time basis. Litigation, when necessary, forms the substantial majority of the expense.

During the three months ended December 31, 2012, patent licensing expenses decreased by 4% compared with the corresponding period in the prior year. This decrease is primarily due to a decrease in legal expenses associated with the withdrawal of the ITC case filed at the beginning of the second quarter of fiscal 2013.

During the six months ended December 31, 2012, patent licensing expenses increased by 74% compared with the corresponding period in the prior year. This increase is primarily due to an increase in legal expenses associated with patent litigation, which includes legal fees supporting the ITC and Delaware District Court cases filed and announced in August 2011, as well as the patent infringement cases filed against each of Apple Inc. and Google Inc. filed in Federal Court in Nevada in September 2012.

General and Administrative Expenses

General and administrative expenses consist principally of salary and benefit expenses, travel expenses, and facility costs for our finance, legal, information services and executive personnel. General and administrative expenses also include outside accounting fees.

During the three months ended December 31, 2012, general and administrative costs increased 259% compared with the corresponding period in the prior year. This increase is primarily due to an increase of $0.4 million in labor costs related to an increase in bonus costs, as well as to a $0.2 million increase in stock-based compensation related to stock option modification charges for departing board members. Legal and professional fees increased $1.5 million which primarily related to assistance with the Ericsson deal announced on January 10, 2013. We also experienced a $0.2 million increase in temporary resources assigned to the continuing operation to facilitate transitioning systems and processes suitable to a smaller company. Accounting fees increased by $0.2 million and other professional fees increased by $0.2 million due to increased activity related to the Ericsson agreement.

During the six months ended December 31, 2012, general and administrative costs increased 181% compared with the corresponding period in the prior year. This increase is primarily due to an increase of $0.7 million in labor costs related to an increase in bonus costs, as well as to a $0.5 million increase in stock-based compensation related to option grants made in the first six months of fiscal 2013 and to an increase in bonus costs. Legal and professional fees increased $2.1 million which primarily related to assistance with potential strategic alternatives, such as the Ericsson deal announced on January 10, 2013. We also experienced a $0.4 million increase in temporary resources assigned to the continuing operation to facilitate transitioning systems and processes suitable to a smaller company. Recruiting and travel fees increased by $0.3 million due to increased activity. Additionally, accounting fees increased by $0.4 million and other professional fees increased by $0.3 million due to increased activity related to the Ericsson agreement.

Restructuring and Other Related Costs

Restructuring and other related costs for the three months ended December 31, 2012, decreased $0.4 million, or 24%, when compared with the corresponding period in the prior year. The prior year's restructuring expense primarily consisted of $1.6 million in charges for severance and facilities costs related to the fiscal 2012 plan, while the current year's period contained $1.4 million in charges associated with estimated severance, facility and accelerated depreciation costs as a result of our announced relocation to Reno, Nevada. Additionally, there was a decline in facilities restructuring costs of approximately $0.2 million from the prior year due to a landlord credit received in the second quarter of fiscal 2013 for a previously restructured property.

Restructuring and other related costs for the six months ended December 31, 2012, decreased $0.5 million, or 23%, when compared with the corresponding period in the prior year. The prior year's restructuring expense primarily consisted of $2.0 million in charges for severance and facilities costs related to the fiscal 2012 plan, while the current year's period contained $1.8 million in charges associated with estimated severance, facility and accelerated depreciation costs as a result of our announced relocation to Reno, Nevada. Additionally, there was a decline in facilities restructuring costs of approximately $0.2 million from the prior year due to a decrease in facilities accretion.

Refer to Note 9 in the notes to the condensed consolidated financial statements for more information.

Interest Income

Interest income was approximately $0.1 million for both the three months ended December 31, 2012 and 2011.

Interest income was approximately $0.1 million and $0.2 million for the six months ended December 31, 2012 and December 31, 2011, respectively.

Interest Expense

There was no interest expense for the three months ended December 31, 2012, which was a decrease from the prior year's period primarily due to a decline in the outstanding amounts for our letters of credit.

Interest expense was immaterial for the six months ended December 31, 2012, which was due to a decline in the outstanding amounts for our letters of credit.

Discontinued Operations

We completed the sale of our location product line on February 1, 2012. On April 30, 2012, we completed the disposition of the mediation and messaging product lines, which completed the divestiture of the product business. We classified the product business' financial results as discontinued operations in our condensed consolidated financial statements for all periods presented. Unwired Planet and Openwave Mobility also entered into a transition services agreement ("TSA") under which we provided accounting and other services to Openwave Mobility until December 2012. Openwave Mobility paid a flat fee for these services per month. Costs of providing these services that were incremental to the flat fee are reflected in discontinued operations on the statement of operations.

Net loss from discontinued operations increased by $1.5 million in the three months ended December 31, 2012 as compared with the three months ended December 31, 2011. The costs during the three months ended December 31, 2012 primarily relate to severance payments of $1.1 million, stock based compensation modifications triggered in periods following the sale of the product business of $0.2 million, stock based compensation due to change of control of $0.3 million, and professional service costs in connection with the transaction.

Net loss from discontinued operations decreased by $2.1 million in the six months ended December 31, 2012 as compared with the six months ended December 31, 2011. This was a result of the $73.2 million decline in revenues as there were no revenues generated since the sale of the product business, offset by corresponding reductions in costs due to no longer operating the business. The costs incurred during the six months ended December 31, 2012 primarily relate to the excess cost of providing the TSA services and facilities beyond the fees received, as well as severance payments and stock based compensation modifications triggered in periods following the sale of the product business, and professional service costs in connection with the transaction. These costs are expected to continue for a portion of our third fiscal quarter.

See Note 3 of Notes to Condensed Consolidated Financial Statements for further information regarding the classification of these businesses as a discontinued operation.

Liquidity and Capital Resources

Working Capital and Cash Flows

The following table presents selected financial information and statistics as of
December 31, 2012 and June 30, 2012, and for the six months ended December 31,
2012 and 2011, which includes cashflows from discontinued operations, (dollars
in thousands):



                                           December 31,       June 30,        Percent
                                               2012             2012          Change
  Working capital                         $       40,844      $  60,451            -32 %
  Cash and investments:
  Cash and cash equivalents               $       24,615      $  39,709            -38 %
  Short-term investments                          32,669         43,860            -26 %
  Restricted cash                                    675             -             100 %
  Long-term investments                            4,548          9,423            -52 %

  Total cash and cash investments         $       62,507      $  92,992            -33 %


                                                Six Months Ended
                                                  December 31,
                                               2012             2011
  Cash used for operating activities      $      (30,072 )    $ (14,178 )
  Cash provided by investing activities   $       13,700      $     670
  Cash provided by financing activities   $        1,278      $     294

We have obtained a majority of our cash and investments through public offerings of common stock, including a common stock offering in December 2005 which raised $277.8 million in net proceeds. In fiscal 2008, we sold Musiwave and our Client operations, resulting in $56.0 million of net proceeds in fiscal 2008, $11.7 million in fiscal 2009, $4.5 million in fiscal 2010 and $2.2 million in fiscal 2011. Additionally, in fiscal 2012, we sold our product businesses which resulted in $51.4 million of net proceeds in fiscal 2012. In the first quarter of fiscal 2013, we settled all working capital adjustments related to the sale of the product businesses, and a loss on the sale of discontinued operations of $0.8 million was recorded. Since the sale of our product business, our operations have been funded by cash on hand. We have not generated any material revenue from patent licenses since selling the product business, and there can be no assurance that revenues from future patent license, if any, will be achieved. We believe we have sufficient cash to fund operations at least through the following 12 months. However, if we are unable to generate additional revenues from the licensing of our patents, this could curtail our ability to pursue such licenses as the legal costs may become cost prohibitive.

We have an $18.0 million secured revolving credit facility with Silicon Valley Bank which expires on April 28, 2013.

As of December 31, 2012 and June 30, 2012, we had letters of credit outstanding against the revolving credit facility totaling $17.4 million and $17.5 million, respectively, reducing the available borrowings on the revolving credit facility. Our letters of credit expire between June 2013 and January 2016. The majority of the letters of credit relate to facilities that will be exited by June 30, 2013.

In connection with the closing of the Ericsson transaction, we will terminate . . .