<SUBMISSION>
<ACCESSION-NUMBER>0001019687-05-000998
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20050128
<ITEMS>2.01
<ITEMS>9.01
<FILING-DATE>20050411
<DATE-OF-FILING-DATE-CHANGE>20050411
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACACIA RESEARCH CORP
<CIK>0000934549
<ASSIGNED-SIC>3670
<IRS-NUMBER>954405754
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>000-26068
<FILM-NUMBER>05744561
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>500 NEWPORT CENTER DRIVE
<STREET2>7TH FLOOR
<CITY>NEWPORT BEACH
<STATE>CA
<ZIP>92660
<PHONE>9494808300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 NEWPORT CENTER DRIVE
<STREET2>#
<CITY>NEWPORT BEACH
<STATE>CA
<ZIP>92660
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>acacia_8ka1-012805.txt
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A


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


           Date of Report                              April 11, 2005
                                                     ---------------------------
          (Date of Earliest Event Reported)           (January 28, 2005)
                                                     ---------------------------

                           Acacia Research Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                   000-26068              95-4405754
--------------------------------  ------------------- --------------------------
  (State or other jurisdiction        (Commission           (IRS Employer
        of incorporation              File Number)        Identification No.)


      500 Newport Center Drive, Newport Beach, CA                 92660
  ------------------------------------------------------  ----------------------
      (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code            (949) 480-8300
                                                            --------------------


--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>


SECTION 2         FINANCIAL INFORMATION

         ITEM 2.01         COMPLETION OF ACQUISITION OF ASSETS

         On January 28, 2005, Acacia Global Acquisition Corporation, a newly
formed wholly owned subsidiary of Acacia Research Corporation, acquired certain
assets from Global Patent Holdings, LLC. The purpose of this amended current
report is to file the financial information of the business acquired and the
unaudited pro forma financial information listed below, pursuant to Items 2.01
and 9.01 of Form 8-K.

SECTION 9         FINANCIAL STATEMENTS AND EXHIBITS

         ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of Business Acquired.

                  Financial statements of Global Patent Holdings, LLC for the
year ended December 31, 2004 (audited) are filed as Exhibit 99.1 to this Report
and incorporated herein by reference.

         (b)      Pro Forma Financial Information

                  Pro forma financial statements relating to the acquisition of
certain assets from Global Patent Holdings, LLC, as described above, are
furnished as Exhibit 99.2 of this Report and incorporated herein by reference.

         (c)      Exhibits. The following exhibits are included with this Form
                  8-K:

         23.1     Consent of LJ Soldinger Associates LLC, independent certified
                  public accountants of Global Patent Holdings, LLC

         99.1     Financial statements of Global Patent Holdings, LLC for the
                  year ended December 31, 2004 (audited)

         99.2     Unaudited pro forma combined financial statements related to
                  the acquisition of certain assets from Global Patent Holdings,
                  LLC


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    ACACIA RESEARCH CORPORATION,
                                    a Delaware corporation


Date:  April 11, 2005               By: /s/ Paul R. Ryan
                                       -----------------------------------------
                                        Paul R. Ryan,
                                        Chairman and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>acacia_8ka1ex23-1.txt
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We consent to the incorporation by reference in the Registration Statement on
Form S-3 (No. 333-122452) of Acacia Research Corporation of our report dated
April 1, 2005 on the consolidated financial statements of Global Patent
Holdings, LLC for the year ended December 31, 2004, which appears on page 1 of
Exhibit 99.1 of this Form 8-K.



/s/ L J SOLDINGER ASSOCIATES, LLC


Deer Park, Illinois
April 11, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>acacia_8ka1ex99-1.txt
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1


                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES

                            FINANCIAL STATEMENTS AND
                            ACCOUNTANTS' AUDIT REPORT

                      FOR THE YEAR ENDED DECEMBER 31, 2004




<PAGE>

                  GLOBAL PATENT HOLDINGS, LLC AND SUBSIDIARIES

                                December 31, 2004



                                 C O N T E N T S
                                 - - - - - - - -



                                                                     Page(s)
                                                                   -------------

Independent Auditors' Report                                            1


Consolidated Balance Sheet                                              2


Consolidated Statement of Income                                        4


Consolidated Statement of Cash Flows                                    5


Statement of Changes in Members' Equity                                 6


Notes to Financial Statements                                           7

<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


Members
Global Patent Holdings, LLC



We have audited the accompanying consolidated balance sheet of Global Patent
Holdings, LLC and its eleven wholly-owned subsidiaries (the "Company") as of
December 31, 2004, and the related consolidated statements of operations, cash
flows and members' equity for the year then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Global
Patent Holdings, LLC as of December 31, 2004, and the consolidated results of
its operations, cash flows and members' equity for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

L J SOLDINGER ASSOCIATES, LLC


Deer Park, Illinois
April 1, 2005


                                       1
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2004



                                     ASSETS
                                     ------


Current assets
   Cash and cash equivalents                                         $3,672,550
   Receivables, net                                                   1,224,401
   Marketable securities                                              1,994,040
   Restricted cash, escrow for litigation costs                          62,563
   Prepaid legal fees and other receivables                              23,484
                                                                     -----------

           Total current assets                                       6,977,038
                                                                     -----------

Other assets
   Patents, net of accumulated amortization                              92,791
   Receivables, net                                                     734,286
                                                                     -----------

           Total other assets                                           827,077
                                                                     -----------

                                                                     $7,804,115
                                                                     ===========

                     The accompanying notes are an integral
                        part of the financial statements.

                                      - 2 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2004



                         LIABILITIES AND MEMBERS' EQUITY
                         -------------------------------


Current liabilities
   Accounts payable                                                 $    59,336
   Litigation costs payable                                             162,155
   Royalties and contingent litigation fees payable, net              1,070,662
   Accrued benefit plan liability                                       105,447
   Other accrued expenses                                               321,827
                                                                    ------------

           Total current liabilities                                  1,719,427
                                                                    ------------

Long-term liabilities
   Unfunded pension liability                                           138,152
   Royalties and contingent litigation fees
      payable, net of current portion                                   592,338
                                                                    ------------

           Total long-term liabilities                                  730,490
                                                                    ------------

Total liabilities                                                     2,449,917
                                                                    ------------

Commitment and contingencies

Accumulated comprehensive loss, net                                    (138,152)
Members' equity                                                       5,492,350
                                                                    ------------

           Total members' equity                                      5,354,198
                                                                    ------------

                                                                    $ 7,804,115
                                                                    ============

                     The accompanying notes are an integral
                        part of the financial statements.

                                     - 3 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                        Consolidated Statement of Income
                      For the Year Ended December 31, 2004


Royalty revenues                                                   $ 16,767,324
                                                                   -------------

Operating expenses
   Legal fees and expenses                                            7,060,752
   Royalties to patent owners                                         5,385,174
   General and administrative                                         1,219,504
                                                                   -------------

           Total operating expenses                                  13,665,430
                                                                   -------------

Income from operations                                                3,101,894
                                                                   -------------

Other income (expense)
   Interest income                                                       93,699
   Interest expense                                                     (25,073)
   Other income, net                                                    230,941
                                                                   -------------

Other income, net                                                       299,567
                                                                   -------------

Income before income taxes                                            3,401,461

Income taxes                                                             14,502
                                                                   -------------

Net income                                                            3,386,959
                                                                   =============

Other comprehensive income
   Decrease in unfunded pension liability                                73,880
                                                                   -------------

Comprehensive income                                               $  3,460,839
                                                                   =============


                     The accompanying notes are an integral
                       part of the financial statements.

                                     - 4 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                      For the Year Ended December 31, 2004


Cash flows from operating activities
Net income                                                          $ 3,386,959
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Amortization                                                        33,020
     Unrealized losses on trading securities                             18,115
     Proceeds from sales of trading securities                        1,141,000
     Purchases of trading securities                                 (3,153,155)
     Interest expense arising from amortization of discount
       on royalties and contingent litigation fee obligations            16,405
     Interest income arising from amortization of discount
       on receivables                                                   (20,338)
Change in assets and liabilities
     Increase in
       Accounts receivables                                          (1,521,682)
       Escrow balances - restricted cash                                 (9,402)
       Prepaid legal fees and other receivables                         (16,394)
       Accounts payable and accrued expenses                          1,181,434
                                                                    ------------

Net cash provided by operating activities                             1,055,962
                                                                    ------------

Cash flows from investing activities
   Acquisition of patent rights                                         (20,000)
                                                                    ------------

Net cash used in investing activities                                   (20,000)
                                                                    ------------

Cash flows from financing activities
   Distribution to members                                           (5,000,000)
                                                                    ------------

Net cash used in financing activities                                (5,000,000)
                                                                    ------------

Net decrease in cash and cash equivalents                            (3,964,038)

Cash and cash equivalents, beginning of year                          7,636,588
                                                                    ------------

Cash and cash equivalents, end of year                              $ 3,672,550
                                                                    ============


                     The accompanying notes are an integral
                        part of the financial statements.

                                     - 5 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                     Statement of Changes in Members' Equity
                      For the Year Ended December 31, 2004


                                                                    Accumulated
                                     Members'      Distributions   Comprehensive
                                      Equity        to Members     Income (Loss)
                                   ------------    ------------    -------------

Balances, January 1, 2004          $ 7,105,391     $        --     $   (212,032)


Distributions to members            (5,000,000)     (5,000,000)              --


Net income                           3,386,959              --               --


Comprehensive income                        --              --           73,880
                                   ------------    ------------    -------------


Balances, December 31, 2004        $ 5,492,350     $(5,000,000)    $   (138,152)
                                   ============    ============    =============


                     The accompanying notes are an integral
                        part of the financial statements.

                                     - 6 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1 - DESCRIPTION OF BUSINESS

Nature of the Operations
------------------------

Global Patent Holdings, LLC ("GPH"), with its eleven wholly-owned subsidiaries
("the Company"), is an intellectual property licensing business that acquires,
licenses and protects intellectual property and proprietary technologies. The
Company acquires interests in patents through licensing and assignment
agreements with the patent holders. Upon acquiring an interest, the Company
attempts to license the patents and, if necessary to enforce its rights,
initiates an infringement action against those parties which management believes
have used and benefited from processes and techniques subject to these patents.
If successful, the Company either negotiates a license or settlement for the
past and future use or pursues litigation to seek appropriate remedies.

GPH's subsidiaries have been assigned or have obtained rights to license a
portfolio of U.S. and foreign patents (Intellectual Property"), with remaining
years to expiration of up to eighteen years, pursuant to certain assignment and
license agreements with patent holders ("Inventor Agreements") covering certain
aspects of the following general areas:

         o        Broadcast Equipment
         o        Broadcast and Data Transmission
         o        Cache Coherency
         o        Credit Card Receipt Processing
         o        Data file synchronization
         o        Data Matrix Bar Codes
         o        Dynamic Manufacturing Model
         o        Encryption and Product Activation
         o        Handheld Endoscopes
         o        Image Resolution or Enhancement
         o        Interactive Simulation Systems
         o        Interstitial Internet Advertising
         o        Peer to Peer Network Communications
         o        Program for Resource Scheduling/Displaying Interrelated Tables
         o        Spreadsheet Programs
         o        Video Noise Reduction/Audio Video Synchronization

GPH owns all the interests in eleven subsidiaries that are the holders of the
patent portfolios as follows:

         o        Vdata, LLC
         o        Broadcast Innovation, LLC
         o        Data Innovation, LLC (formerly Automatic Light Switch, LLC)
         o        Financial Systems Innovation, LLC
         o        New Medium, LLC
         o        AV Technologies, LLC
         o        Information Technologies, LLC
         o        KY Data Systems, LLC
         o        InternetAd Systems, LLC
         o        TechSearch, LLC
         o        IP Innovation

                                     - 7 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 1 - DESCRIPTION OF BUSINESS (Continued)

History and Operating Agreement
-------------------------------

GPH was organized in the state of Delaware on July 22, 2002. In connection with
the organization of GPH, the operations of the Company were restructured in a
tax-free exchange of membership interests, whereby the limited liability
companies became subsidiaries of GPH and the members owned interests in GPH. In
effect GPH became the parent company of the various limited liability companies.
Additional LLCs were subsequently organized that held the rights to subsequent
assignment and license agreements. The membership interests of all eleven LLC's
were sold in 2005 (see Note 10). The Company's business was originally organized
on September 1, 1998 as Techsearch, LLC, an Illinois Limited Liability Company.
The Company subsequently organized additional LLC's that held the rights to
certain patents and license agreements. GPH itself does not hold any interests
in patents or engage in any licensing or enforcement activities; however, the
overhead and occupancy costs related to administering the activities of the
subsidiaries are paid by GPH.

The Company's operating agreement ("Operating Agreement") provides that the
management of GPH shall be vested in not less than two nor more than seven
managers ("Managers"). The Operating Agreement provides that members are to
receive distributions at such times and amounts that the Managers shall
determine; however, at a minimum, members shall receive distributions necessary
to pay their respective tax liabilities (as defined). The Operating Agreement
also provides the terms of which members may transfer membership interests, and
provides the non-transferring members with the right to acquire the interest
being transferred at terms equivalent to those being offered to the selling
member.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting
--------------------

The consolidated financial statements and accompanying notes are prepared on the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of
Global Patent Holdings, LLC and its eleven wholly-owned subsidiaries. Material
intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition
-------------------

Revenue is recognized in accordance with Statement of Financial Accounting
Concepts No. 5, "Recognition and Measurement in Financial Statements of Business
Enterprises" which in respect to revenue recognition is similar to Staff
Accounting Bulletin No. 104, "Revenue Recognition" ("SAB No. 104") and related
authoritative pronouncements. Revenue is recognized when (i) persuasive evidence
of an arrangement exists, (ii) all obligations have been performed pursuant to
the terms of the license/ settlement agreement, (iii) amounts are fixed or
determinable, and (iv) collectibility of amounts is reasonably assured.

                                     - 8 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Under the terms of past and existing license/ settlement agreements, as licensor
or co-licensor, the Company has generally granted a perpetual non-exclusive
license for the use of its patented technologies. Under most license/ settlement
agreements, the Company generally receives up-front lump sum payments both as
compensation for the non-exclusive license for future periods and for past
infringement activity. Under the terms of the license/ settlement agreements,
once executed, neither the Company nor its licensors have any further
obligations subsequent to the execution of the respective agreements. License/
settlement fees paid to the Company are non-refundable. As a result, revenue is
recognized as earned, which is generally upon the execution of the license/
settlement agreement and when collectibility is reasonably assured.

The Company assesses the probability of collection of accrued license fees based
on the credit-worthiness of the party to the license/ settlement agreement. If
it is determined that collection is not reasonably assured, the fee is
recognized when collectibility becomes reasonably assured, assuming all other
revenue recognition criteria have been met. Since inception the Company has
incurred no material credit losses.

Patent Acquisition Costs
------------------------

Certain assignment agreements with patent holders required that the Company pay
an initial fee to the patent holders as consideration for the granting of rights
to the Company under the assignment agreements. These costs incurred to acquire
patents and patent rights are amortized using the straight-line method over the
patents remaining economic useful lives, ranging from approximately two to
eleven years. The Company reviews long-lived assets and intangible assets
annually for potential impairment, and when events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable. In the event
the sum of the expected undiscounted future cash flows resulting from the use of
the asset is less than the carrying amount of the asset, an impairment loss
equal to the excess of the asset's carrying value over its fair value is
recorded. The estimate of fair value is based on various valuation techniques,
including a discounted value of estimated future cash flows.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid, short-term investments with original
maturities of three months or less when purchased to be cash equivalents.

Restricted cash consists of amounts held in escrow at law firms to cover
expenses incurred by those firms in pursuit of license/ settlements and
judgments.

Marketable Securities
---------------------

The Company's short-term investments are comprised primarily of high grade
municipal bonds. The securities are all classified as trading securities, and
are carried at fair market value based upon the quoted market prices of those
investments at period end. Accordingly, net realized and unrealized gains and
losses on trading securities are included in net earnings for the period.

The Company uses the specific identification method as the basis for determining
the cost of trading securities sold. Unrealized losses in trading securities
amounted to approximately $18,000 for securities held as of December 31, 2004.

                                     - 9 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations of Credit Risks
------------------------------

Cash and cash equivalents are invested in deposits with certain financial
institutions and may, at times, exceed federally insured limits. The Company has
not experienced any losses on its deposits of cash and cash equivalents.
Uninsured balances amounted to $2,259,569 as of December 31, 2004.

One licensee patent portfolio accounted for approximately 14% of the Company's
license fee revenues recognized during the year ended December 31, 2004, and
also represented approximately 86% of accounts receivable at December 31, 2004.
The patents within this portfolio expire between 2006 and 2015.

Fair Value of Financial Instruments
-----------------------------------

The carrying value of cash and cash equivalents, accounts receivables, accounts
payable and accrued expenses approximate fair value due to their short-term
maturity. In the instances where the Company agrees to license/ settlement
agreements in which the infringing party will pay its fees over a period in
excess of one year, the receivable, the litigation fees payable and the royalty
fees payable are discounted using the prime rate at the date of the license/
settlement agreement.

Stock-Based Compensation
------------------------

Compensation cost of stock options issued to employees is accounted for in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25") and related interpretations. Under
this intrinsic method of accounting, compensation cost attributable to such
options is recognized based on the difference, if any, between the fair value of
the member interests on the date of grant and the exercise price of the option.
Compensation cost is generally deferred and amortized over the vesting period of
the individual option awards using a straight-line amortization method. The
Company has adopted the disclosure only requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), with respect to
options issued to employees. Compensation cost of stock options and warrants
issued to non-employee service providers is accounted for under the fair value
method required by SFAS No. 123 and related interpretations.

The following table illustrates the effect on net income if the Company had
applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation:

       Net income, as reported                                      $3,386,959
       Add back:  Stock-based compensation,
         intrinsic-value method (net of tax)                                --
       Deduct:  Stock-based compensation determined
         under the fair-value method (net of tax)                      161,000
                                                                    -----------

       Net income, pro forma                                        $3,225,959
                                                                    ===========


The fair value of the GPH stock options was determined using the Black-Scholes
option-pricing model, assuming weighted average risk free annual interest rates
of approximately 3.4% on the grant date, volatility of 100%, with expected lives
of approximately eight years and an expected dividend rate of 0%.

                                     - 10 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
------------

The Company and its wholly-owned subsidiaries are limited liability companies,
and, pursuant to the Internal Revenue Code, its members are directly taxed on
the earnings of the Company. Accordingly, no provision has been made by the
Company for federal income taxes. The Company is subject to the State of
Illinois replacement tax at a rate of 1.5% of its taxable income, for which a
provision is made in the accompanying financial statements.

The differences between the Company's financial and income tax bases are
generally due to differences in the recognition of compensation expense on
options to purchase member interests, and the carrying costs and amortization
methods for deferred charges related to the patents. The basis in deferred
charges relating to patents is $160,946 and $283,396 for financial reporting and
income tax reporting purposes, respectively. Related accumulated amortization is
$70,066 and $88,805, for financial reporting and income tax purposes,
respectively.

Comprehensive Income
--------------------

Comprehensive income is a result of the change in the Company's unfunded pension
liability from 2003 to 2004.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amount 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 these estimates.

Significant estimates used in preparing these financial statements relate to the
recording of the future benefit obligation and service costs of the defined
benefit plan and the rate at which plan assets will grow to meet those
obligations, the collectibility of accounts receivable from a 2004 license/
settlement agreement and the related accrual of patent litigation fees and
royalty fees payable in connection with the license/ settlement receivable. It
is at least reasonably probable that the estimates used will change within the
next year.

Recent Accounting Policies
--------------------------

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004), Share-Based Payment, which is a revision of SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS 123(R) supersedes Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. Generally, the approach in SFAS 123(R) is similar to the approach
described in Statement 123. However, Statement 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. Statement 123(R) must be adopted no
later than January 1, 2006 and early adoption is permitted in periods in which
financial statements have not yet been issued.

                                     - 11 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As required, the Company will adopt SFAS No. 123(R) no later than January 1,
2006. Under SFAS No. 123(R), the Company may either recognize compensation cost
for share-based payments to employees based on the grant-date fair value from
the beginning of the period in which the provisions are first applied, without
restating periods prior to adoption, or may elect to restate prior periods by
recognizing compensation costs in the amounts previously reported in the
pro-forma footnote disclosures under the provisions of SFAS 123. The Company is
evaluating the impact of the two adoption methods and as yet has not determined
which method it will utilize.

The Company cannot estimate the impact of adopting Statement No. 123(R) because
it will depend on levels of share-based payments granted in the future; however,
based solely upon the pro-forma disclosures for prior periods, the Company
believes that the impact will not be material to its results of operations.


NOTE 3 - RECEIVABLES

In August 2004, one of the Company's subsidiaries, IP Innovation, LLC ("IP")
entered into a license/ settlement agreement with a licensee in which it granted
a license for the past and future use of certain patents controlled by IP. Under
the terms of the license/ settlement agreement, the licensee agreed to initially
pay to IP the sum of $2,300,000 under an installment payment plan. The payment
plan called for IP to receive $300,000 at closing of the license/ settlement and
eight quarterly installment payments of $250,000 each. As of December 31, 2004,
the Company had received the initial payment at closing and the first quarterly
installment, leaving a balance due of $1,750,000. Due to the installment payment
stream exceeding one year, the Company has discounted the license/ settlement at
the prime rate of 4.25%. In addition, the Company has recorded liabilities
covering the contingent litigation fees payable to its attorneys and royalty
fees payable to the patents' owner. The Company has also discounted those
payables using the same prime rate (see Note 5).

Receivables consist of the following at December 31, 2004:

Installment receivables from license/ settlement                    $ 1,750,000
Discount on license/ settlement receivable for
   obligations due in more than one year                                (72,313)
                                                                    ------------
Discounted receivable                                                 1,677,687
Other license/ settlement receivable                                    250,000
Cost reimbursement receivable                                            31,000
                                                                    ------------

Net receivables                                                     $ 1,958,687
                                                                    ============


<TABLE>
<CAPTION>
                                                                   Current        Long-Term
                                                     Total         Portion        Portion
                                                  ------------   ------------   ------------

<S>                                               <C>            <C>            <C>
Cost reimbursement receivable                     $    31,000    $    31,000    $        --
Receivable from license/ settlements, gross         2,000,000      1,250,000        750,000
Discount on license/ settlement fees receivable       (72,313)       (56,599)       (15,714)
                                                  ------------   ------------   ------------

License/ settlement receivables, net              $ 1,958,687    $ 1,224,401    $   734,286
                                                  ============   ============   ============
</TABLE>


Interest income recognized from amortization of the discount in 2004 was
$31,231.

                                     - 12 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 3 - RECEIVABLES (Continued)

Under the license/ settlement agreement referred to above, the Company is
entitled to receive additional royalty revenue from the licensee of up to
$700,000. The additional revenue, if any, is based on a formula of 10% of the
licensee's profits before tax, as defined in the agreement, in each of the
licensee's fiscal years commencing with the fiscal year ending March 31, 2007.
Because the additional revenue is contingent on the future performance of the
licensee, the Company has not recognized any contingent revenues under the
license/ settlement agreement as of December 31, 2004.


NOTE 4 - PATENTS

Net capitalized patent costs consisted of the following as of December 31, 2004:

                                                                        Amount
                                                                      ----------

Costs to acquire patent rights                                        $ 162,859
Accumulated amortization                                                (70,068)
                                                                      ----------

                                                                      $  92,791
                                                                      ==========

The patent portfolios related to the costs above have estimated useful remaining
lives ranging from approximately two to eleven years. Amortization expense
amounted to $33,020 in 2004. Cumulative amortization expense for the next five
years is expected to be approximately $68,000. The weighted average life of the
patents underlying the capitalized patent costs is approximately four years.

NOTE 5 - ROYALTIES AND CONTINGENT LITIGATION FEES PAYABLE

Royalties and contingent litigation fees payable consist of the following at
December 31, 2004:

<TABLE>
<CAPTION>
                                                             Current        Long-Term
                                                Total        Portion         Portion
                                            ------------   ------------   ------------

<S>                                         <C>            <C>            <C>
Royalty fees payable, gross                 $   853,829    $   538,829    $   315,000
Contingent litigation fees payable, gross       867,506        577,492        290,014
Discount on litigation fees and
   royalty fees payable                         (58,335)       (45,659)       (12,676)
                                            ------------   ------------   ------------

Royalties and contingent litigation
   fees payable, net                        $ 1,663,000    $ 1,070,662    $   592,338
                                            ============   ============   ============
</TABLE>

Interest expense recognized in 2004 from amortization of the discount amounted
to $25,073.

                                     - 13 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 5 - ROYALTIES AND CONTINGENT LITIGATION FEES PAYABLE (Continued)

The Company retains the services of specialized patent law firms to help it
enter into and negotiate licenses and settlement agreements with companies that
the Company believes have infringed upon patents in its portfolios. In the event
that the Company is unable to successfully negotiate a settlement, those law
firms may institute litigation against the offending companies in appropriate
circumstances. These law firms are generally retained on a contingent fee basis
in which the law firms are paid on a scaled percentage of any settlement or
judgment awarded based on how and when the matter is settled and generally
requires the Company to pay between 30% and 45% of the settlement. In the
instance where the Company is unsuccessful, the Company is not liable for any
contingent fees from the law firm; however, the Company may be liable for
certain out of pocket legal costs incurred pursuant to the underlying legal
services agreement.


NOTE 6 - COMPENSATION OBLIGATIONS AND EQUITY-BASED COMPENSATION

On January 1, 2003, GPH executed an employment agreement with its chief
executive officer ("CEO") who is also a member, whereby GPH will provide the CEO
with a guaranteed payment of $200,000 annually, and a bonus equal to 6% of the
Company's net income before income taxes determined in accordance with generally
accepted accounting principles. The bonus is paid partly in cash and partly as a
contribution to the Company's defined benefit plan. The agreement is for a term
of three years and is automatically renewed annually thereafter unless the CEO
or the Company notifies the other party of termination. The CEO is prohibited
from competing with the Company in its principal business during the term of one
year after the expiration or termination of the employment agreement.

On May 1, 2003, the Company entered into a compensation agreement with an
employee, which requires the employee to solely provide services to the Company
to identify and evaluate patents for acquisition by the Company, to negotiate
the acquisition of the patents, to identify companies requiring licenses under
the patents and to identify companies that may potentially require licenses for
utilizing the underlying intellectual property related to the patents. The
compensation agreement has a term of four years, and provides that the Company
will pay the annual base payments of $257,000, of which $57,000 is an advance on
bonus and profit sharing benefits. The annual bonus is equal to 3% of the net
income (as defined in the compensation agreement) of the Company attributable to
intellectual property in place prior to the effective date of the compensation
agreement, and 6% of the net income of the Company attributable to intellectual
property acquired by the employee subsequent to the effective date of the
compensation agreement.

In connection with the compensation agreement, the Company also granted an
option to acquire 100 membership units in GPH for $10,000 per unit ("Option").
Each unit represents a 0.1% ownership in GPH. The options have a term of eight
years and also contain a re-pricing provision whereby if the net book value of
the Company should drop below $3 million due to distributions to members, then
the exercise price is reduced in proportion to the distribution that would have
been attributable if the options had been exercised prior to the distribution.

The Company used an independent third party to value the option award at the
date of grant in order to determine the market value of the options. The member
interest value was less than the exercise price of the option. Thus, the Company
did not recognize any expense for the issuance of this option.

In the event GPH redeems its member units or sells additional member units, the
units issued pursuant the exercise of the Options under the compensation
agreement will be adjusted such that each unit will continue to equate to 0.1%
of the Company; however, the pro rata cost for the Company's ownership will not
change. The Options were scheduled to vest over a four-year period. However,
based on provisions in the option agreement, all options immediately vested in
2005 upon the sale of the Company's operating subsidiaries (see Note 10).

                                     - 14 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 6 - COMPENSATION OBLIGATIONS AND EQUITY-BASED COMPENSATION (Continued)

The Options are considered to be part of a non-qualified stock option plan under
the rules of the Employee Income Retirement Security Act of 1974 ("ERISA").


NOTE 7 - BENEFIT PLANS

Effective January 1, 2003 the Company adopted the Global Patent Holdings, LLC
Employees Defined Benefit Pension Plan ("DB Plan") that covers its CEO and
employee, provided they meet certain age and service requirements. The plan
calls for benefits to be paid to eligible employees at retirement based on years
of participation and compensation rates in the years prior to retirement. The
Company's funding policy is to annually contribute the maximum amount of pension
costs allowable under the Internal Revenue Code, as determined by the plan's
actuary.

At December 31, 2004, the Company had an accumulated benefit obligation in the
amount of $464,751, plan assets with a fair value of $221,152, a current minimum
obligation payable of $105,447 and an unfunded liability of $138,152. The plan
does not obligate the participants to fund any portion of the amount required
under the plan. No benefits have been paid participants since inception of the
plan and none are expected to be paid in the next five years. Net periodic
pension cost recognized in 2004 amounted to $297,154. In 2005, the Company
funded $236,447 for its 2004 contribution to the defined benefit plan and funded
$190,707 in 2004 for its 2003 contribution. Other comprehensive income included
$73,880 which represented the change in the unfunded pension liability in 2004.

The Company used the following assumptions in determining its periodic service
costs, projected benefit obligations and expected return on plan assets.

                                                     Benefit        Net Benefit
                                                    Obligation         Cost
                                                  -------------   --------------

Weighted average discount rate                         5.0%            5.0%
Weighted average rate of compensation increase         3.5%            3.5%
Weighted average expected long-term rate of
    return on plan assets                              5.0%            5.0%


At December 31, 2004 the defined benefit plan held 99% of its assets in equity
securities and 1% of plan assets were held in other assets. The Company's
investment philosophy is to invest in growth oriented securities. Long-term
rates of return were based off current rates for twenty-year U.S. treasury
maturities.

As a result of the sale of the Company's membership interests in its
wholly-owned subsidiaries (see Note 10), it is anticipated that the plan will
terminate and the vested balances will be distributed to its participants in
2005 or that the plan will be assigned to a related entity.

The Company also adopted the Global Patent Holdings, LLC Profit Sharing 401(k)
Plan ("PS Plan") effective January 1, 2003. The plan covers all employees of
GPH, and provides those employees with the capability to defer a portion of
their salary. In addition, the PS Plan requires GPH to match a portion of the
deferral and fund the plan in order to meet the safe harbor requirements of the
Internal Revenue Service for those employees not already compensated under the
Company's defined benefit plan. The Company accrued $3,375 for its required 2004
contribution to the PS Plan at December 31, 2004.

The CEO is the sole trustee for both plans.

                                     - 15 -
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases
----------------

The Company leases office space under an operating lease agreement that expires
in May 2006. Minimum annual rental commitments on its operating lease are as
follows:

                  2005                          $    22,579
                  2006                                9,488
                                                ------------

                                                $    32,067
                                                ============


Rent expense in 2004 was $24,027.

Litigation
----------

Various of the GPH subsidiaries are plaintiffs in actions brought to enforce
their patent rights in which the defendants have asserted counterclaims seeking
relief including a declaration that the patents are invalid, unenforceable or
not infringed and an award of attorneys fees and costs. Management believes that
the ultimate liability with respect to these claims and legal actions, if any,
will not have a material effect on the Company's financial position, results of
operations or cash flows.

In 2004, the United States District Court for the District of Colorado issued a
summary judgment of invalidity of the patent which one of the Company's
subsidiaries, Broadcast Innovation, LLC ("Broadcast"), asserted in a patent
infringement lawsuit against Charter Communications, Inc. Charter has filed a
motion with the District Court to deem the case an "exceptional case" and to
award to Charter, as the prevailing party, reimbursement of its attorney's fees.
Broadcast has opposed Charter's motion for fees on the grounds, among others,
that the District Court had already declined to award attorneys fees and that in
any event the case is not exceptional because, among other things, there was no
allegation that Broadcast engaged in any inequitable or other improper conduct.
The matter is fully briefed with the District Court but it has not ruled.
Broadcast has filed an appeal with the Federal Circuit Court of Appeals asking
it to reverse the District Court's decision on the merits of the summary
judgment of invalidity of the patent.

In a related case brought by Broadcast against EchoStar Communications Corp
("Echostar"), which is pending before the same Judge and involving one of the
same patents as in the Charter case, Echostar has filed a motion asking the
Court to impose sanctions under Rule 11. Under Rule 11 a Court may impose
sanctions on a party or its representatives generally for, among other things,
filing an action to harass another party or for some other improper purpose or
filing an action that is frivolous or without reasonable support. The Court has
not ruled on that motion and has stayed the EchoStar case pending a decision
from the Federal Circuit in the Charter case.

Management believes that it has meritorious defenses to the claim for attorneys'
fees and that, even if the Federal circuit should affirm the District Court's
granting of summary judgment, Broadcast should prevail on the motion for
attorneys fees. However, the outcome of litigation is inherently uncertain, and
if the Company does not prevail on the motion for attorney fees, any resulting
liability could have a material impact on its financial position, results of
operations and cash flows.

Certain patent agreements give the licensor/assignor the right to terminate the
agreement if certain minimum license/settlement revenue thresholds or
enforcement actions are not met by the Company within the time frame specified
by the agreement. In most instances the agreements also have provisions that
would allow the Company to meet the royalty requirement by paying the
licensor/assignor their royalty due from such minimum license/settlements. To
date the Company has not had to make any minimum royalty payments under these
agreements and no agreement has ever been terminated for not meeting the minimum
revenue threshold.



                                      -16-
<PAGE>

                           GLOBAL PATENT HOLDINGS, LLC
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


NOTE 9 - SUPPLEMENTARY CASH FLOW DISCLOSURES

The Company paid $59,855 in state replacement taxes and $0 interest in 2004.


NOTE 10 - SUBSEQUENT EVENTS

In January 2005, the Company entered into a membership interest purchase
agreement with Acacia Research Corporation and its wholly-owned subsidiary
Acacia Research Acquisition Corporation, whereby GPH sold its entire ownership
interests in all eleven operating subsidiaries in exchange for $3 million in
cash and 3,938,832 shares of Acacia Research Technology Group common stock. None
of the other assets or liabilities of GPH were acquired. Upon consummation, the
Company no longer had an active trade or business.

Acacia Research Corporation only acquired 100% of the ownership interests in the
11 limited liability companies owned by GPH, and did not acquire or assume any
other assets or liabilities of GPH in connection with the transaction.
Specifically, Acacia Research Corporation did not acquire any cash and cash
equivalents or marketable securities balances, did not acquire the trade
receivables discussed at Note 3, did not assume approximately $1,353,000 of
contingent legal fees and royalties payable discussed at Note 5 which related to
the aforementioned trade receivables, did not assume the GPH benefit plan or any
related benefit plan liabilities as discussed at Note 7, and did not assume any
liabilities related to GPH's profit sharing or bonus plans included in accrued
liabilities at December 31, 2004.

                                     - 17 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>acacia_8ka1ex99-2.txt
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.2


               UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

         On January 28, 2005, Acacia Global Acquisition Corporation, a newly
formed wholly owned subsidiary of Acacia Research Corporation, acquired certain
assets from Global Patent Holdings, LLC, a privately held patent holding company
based in Northbrook, Illinois (the "acquisition"). The assets acquired and
liabilities assumed in the transaction have been attributed to Acacia Research
Corporation's Acacia Technologies group. The acquisition gives the Acacia
Technologies group 100% ownership of companies that control 27 patent
portfolios, which include 120 U.S. patents and certain foreign counterparts, and
cover technologies used in a wide variety of industries. The acquisition is
being accounted for by the purchase method of accounting.

         The following unaudited pro forma combined financial information gives
effect to the acquisition described above. The unaudited pro forma combined
balance sheet as of December 31, 2004, gives effect to the acquisition as if it
had taken place on December 31, 2004. The unaudited pro forma combined statement
of operations for the year ended December 31, 2004, reflects the acquisition as
if it had taken place on January 1, 2004.

         The unaudited pro forma combined financial information, and the
accompanying notes, should be read in conjunction with the historical financial
statements of Acacia Research Corporation as of and for the year ended December
31, 2004, including the notes thereto, which are included in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 15,
2005. The unaudited pro forma combined financial information, and the
accompanying notes, should also be read in conjunction with the December 31,
2004 financial statements of Global Patents Holdings, LLC, including the notes
thereto, included elsewhere herein.

         The estimated purchase consideration and preliminary purchase price
allocation in Note 2 and the preliminary pro forma adjustments in Note 3, are
based upon preliminary estimates and currently available information. Final
purchase accounting adjustments may differ from the pro forma adjustments
presented.

         The unaudited pro forma combined balance sheet and statement of
operations are for informational purposes only. They do not purport to indicate
the results that would have actually been obtained had the acquisition been
completed on the assumed date or for the period presented, or which may be
obtained in the future.


<PAGE>

<TABLE>
                                                     ACACIA RESEARCH CORPORATION
                                             UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                                                       AS OF DECEMBER 31, 2004
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)


                                                                                                                         ACACIA
                                                                   ACACIA                                               RESEARCH
                                                                  RESEARCH      GLOBAL PATENT      PRO FORMA           CORPORATION
                                                                 CORPORATION    HOLDINGS, LLC     ADJUSTMENTS           PRO FORMA
                                                               --------------   --------------   --------------       --------------
<S>                                                            <C>              <C>              <C>                  <C>
                           ASSETS                                                    (1)

Current assets:
   Cash and cash equivalents ...............................   $      18,735    $       3,673    $      (5,000) (A)   $      13,735
                                                                                                        (3,673) (B)
   Short-term investments ..................................          33,623            1,994           (1,994) (B)          33,623
   Accounts receivable .....................................             536            1,224           (1,224) (C)             536
   Prepaid expenses, inventory and other assets ............             983               86              (11) (B)           1,058
                                                               --------------   --------------   --------------       --------------

         Total current assets ..............................          53,877            6,977          (11,902)              48,952

Property and equipment, net of accumulated
   depreciation and amortization ...........................           2,434               --                                 2,434
Patents, net of accumulated amortization ...................          12,063               93           25,069  (D)          37,225
Goodwill ...................................................          19,545               --                                19,545
Other ......................................................             408              734             (734) (C)             408
                                                               --------------   --------------   --------------       --------------

                                                               $      88,327            7,804           12,433        $     108,564
                                                               ==============   ==============   ==============       ==============

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable, accrued expenses and other ............   $       4,139    $         649    $         613  (E)   $       5,004
                                                                                                          (397) (E.1)
   Current portion of deferred revenues ....................             494               --                                   494
   Royalties and contingent litigation fees payable ........              --            1,071           (1,071) (C)              --
                                                               --------------   --------------   --------------       --------------

         Total current liabilities .........................           4,633            1,720             (855)               5,498

Deferred income taxes ......................................           2,981               --                                 2,981
Deferred revenues, net of current portion ..................           3,893               --                                 3,893
Royalties and contingent litigation fees payable,
     net of current portion ................................              --              592             (592) (C)              --
Unfunded pension liability .................................              --              138             (138) (E.1)            --
Other liabilities ..........................................             406               --                                   406
                                                               --------------   --------------   --------------       --------------
         Total liabilities .................................          11,913            2,450           (1,585)              12,778
                                                               --------------   --------------   --------------       --------------

Minority interests .........................................             778               --                                   778
                                                               --------------   --------------   --------------       --------------

Commitments and contingencies

Redeemable Stockholders' equity:
   Common stock ............................................
     Acacia Research - Acacia Technologies stock,
       par value $0.001 per share; 50,000,000
       shares authorized; 19,811,524 shares (actual)
       and 23,750,356 shares (pro forma) issued and
       outstanding as of December 31, 2004 .................              20               --                4 (F)               24
     Acacia Research - CombiMatrix stock, par value
       $0.001 per share; 50,000,000 shares authorized;
       31,200,496 shares issued and outstanding as of
       December 31, 2004 ...................................              31               --                                    31
   Additional paid-in capital and accumulated
       comprehensive income ................................         263,823             (138)          19,368 (F)          283,191
                                                                                                           138 (E.1)
                                                                                                               (B),(C),
   Members' Equity .........................................              --            5,492           (5,492)(D),(E.1)         --
   Accumulated deficit .....................................        (188,238)              --                              (188,238)
                                                               --------------   --------------   --------------       --------------

         Total stockholders' equity ........................          75,636            5,354           14,018               95,008
                                                               --------------   --------------   --------------       --------------

                                                               $      88,327    $       7,804    $      12,433        $     108,564
                                                               ==============   ==============   ==============       ==============


</TABLE>
<PAGE>

<TABLE>
                                                     ACACIA RESEARCH CORPORATION
                                        UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                                                FOR THE YEAR ENDED DECEMBER 31, 2004
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)


                                                                                                                    ACACIA RESEARCH
                                                      ACACIA RESEARCH      GLOBAL PATENT          PRO FORMA            CORPORATION
                                                       CORPORATION         HOLDINGS, LLC         ADJUSTMENTS            PRO FORMA
                                                     ----------------     ----------------     ----------------     ----------------
<S>                                                           <C>                   <C>                 <C>                  <C>
                                                                               (2)
Revenues:
   Research and development contract,
     service contracts and product .............     $        17,648                                                $        17,648
   License fees ................................               4,284               16,767                                    21,051
   Government contract .........................               1,993                                                          1,993
                                                     ----------------     ----------------     ----------------     ----------------
   Total revenues ..............................              23,925               16,767                   --               40,692
                                                     ----------------     ----------------     ----------------     ----------------
Operating expenses:
   Cost of government contract
     revenues and product sales ................               2,047                   --                                     2,047
   Research and development expenses ...........               5,385                   --                                     5,385
   Marketing, general and
     administrative expenses ...................              15,089                1,220                1,000 (G)           17,309
   Legal expenses - patents ....................               3,133                7,061                                    10,194
   Royalties to patent owners ..................                  --                5,385                                     5,385
   Goodwill impairment charge ..................               1,656                   --                                     1,656
   Amortization of patents .....................               1,597                   --                4,129 (H)            5,726
   Legal settlement charges ....................                 812                   --                                       812
                                                     ----------------     ----------------     ----------------     ----------------
     Total operating expenses ..................              29,719               13,666                5,129               48,514
                                                     ----------------     ----------------     ----------------     ----------------
     Operating income (loss) ...................              (5,794)               3,101               (5,129)              (7,822)
                                                     ----------------     ----------------     ----------------     ----------------
Other income (expense):
   Interest income and other expenses ..........                 784                  300                                     1,084
                                                     ----------------     ----------------     ----------------     ----------------
     Total other income (expense) ..............                 784                  300                   --                1,084
                                                     ----------------     ----------------     ----------------     ----------------
Income (loss) from continuing operations
   before income taxes and minority interests ..              (5,010)               3,401               (5,129)              (6,738)
Benefit for income taxes .......................                 275                  (15)                                      260
                                                     ----------------     ----------------     ----------------     ----------------
Income (loss) from continuing
   operations before minority interests ........              (4,735)               3,386               (5,129)              (6,478)
Minority interests .............................                   6                   --                                         6
                                                     ----------------     ----------------     ----------------     ----------------
Income (loss) from continuing operations .......              (4,729)               3,386               (5,129)              (6,472)
                                                     ----------------     ----------------     ----------------     ----------------
Discontinued operations:
   Estimated loss on disposal of
     discontinued operations ...................                (104)                  --                                      (104)
                                                     ----------------     ----------------     ----------------     ----------------

Net income (loss) ..............................     $        (4,833)     $         3,386      $        (5,129)     $        (6,576)
                                                     ================     ================     ================     ================

Pro forma earnings (loss) per common share:
Attributable to the Acacia Technologies group:
  Loss from continuing operations ..............     $        (5,439)     $         3,386               (5,129)     $        (7,182)
    Basic and diluted loss per share ...........               (0.27)                                                         (0.30)
  Loss from discontinued operations ............     $          (104)     $            --                   --      $          (104)
    Basic and diluted loss per share ...........               (0.01)                                                         (0.01)
  Net loss .....................................     $        (5,543)     $         3,386               (5,129)     $        (7,286)
    Basic and diluted loss per share ...........               (0.28)                                                         (0.31)

Attributable to the CombiMatrix group:
Basic and diluted
  Net income (loss) ............................     $           710                                                $           710
    Basic earnings (loss) per share ............                0.02                                                           0.02

Weighted average shares:
  Acacia Research - Acacia Technologies stock:
    Basic and diluted ..........................          19,784,883                                 3,938,832 (I)       23,723,715
                                                     ================                          ================     ================
  Acacia Research - CombiMatrix stock:
    Basic ......................................          29,962,596                                                     29,962,596
                                                     ================                                               ================
    Diluted ....................................          30,995,663                                                     30,995,663
                                                     ================                                               ================

</TABLE>
<PAGE>


NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(TABULAR DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1.       BASIS OF PRESENTATION

         On January 28, 2005, Acacia Global Acquisition Corporation, a newly
formed wholly owned subsidiary of Acacia Research Corporation, acquired certain
assets from Global Patent Holdings, LLC, a privately held patent holding company
based in Northbrook, Illinois (the "acquisition").

         The accompanying unaudited pro forma combined financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and certain footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations; however, management
believes that the disclosures are adequate to make the information presented not
misleading.

         The accompanying unaudited pro forma combined balance sheet as of
December 31, 2004, gives effect to the acquisition as if it had taken place on
December 31, 2004. The unaudited pro forma combined statement of operations for
the year ended December 31, 2004, reflects the acquisition as if it had taken
place on January 1, 2004. The estimated purchase consideration and preliminary
purchase price allocation in Note 2 and the preliminary pro forma adjustments in
Note 3, are based upon preliminary estimates and currently available
information. Final purchase accounting adjustments may differ from the pro forma
adjustments presented.

2.       ACQUISITION OF CERTAIN ASSETS OF GLOBAL PATENT HOLDINGS, LLC

         The acquisition is being accounted for by the purchase method of
accounting. The aggregate purchase consideration was approximately $24,985,000,
including $5,000,000 of cash, the issuance of 3,938,832 shares of Acacia
Research--Acacia Technologies common stock valued at $19,372,000 (net of
estimated common stock registration costs of $133,000) and estimated acquisition
costs of $480,000. The value of the common shares issued was determined based on
the average market price of AR-Acacia Technologies stock, as reported on NASDAQ,
over the 5-day period (December 13 - December 17, 2004) before and after the
terms of the acquisition were agreed to and announced.

          The following table summarizes the total estimated preliminary
purchase consideration (in thousands):

Estimated Purchase Consideration:
Issuance of 3,938,832 shares of Acacia Research - Acacia
  Technologies common stock ........................................    $19,372
  Cash consideration paid ..........................................      5,000
  Acquisition and common stock registration costs ..................        613
                                                                        --------
Total Estimated Purchase Consideration .............................    $24,985
                                                                        ========

         Under the purchase method of accounting, the purchase consideration is
allocated to the assets acquired, including tangible assets, patents and other
identifiable intangibles and liabilities assumed, based on their estimated fair
market values at the date of acquisition. Any excess purchase price after the
initial allocation to identifiable net tangible and identifiable intangible
assets is assigned to goodwill. Amounts attributable to patents are amortized
using the straight-line method over the estimated economic useful life of the
underlying patents. Based on the estimated purchase consideration and the
preliminary valuation, the preliminary purchase price allocation, which is
subject to change based on Acacia Research Corporation's final analysis, is as
follows (in thousands):


<PAGE>

<TABLE>
<S>     <C>
                                                         Amortization     Annual
                                                            Period      Amortization
                                                         ------------   ------------
Estimated Purchase Price Allocation:                             (estimated)
Fair Value of net tangible assets acquired
  at December 31, 2004 ....................   $    (84)

Intangible assets acquired:
Patents and patent license rights .........     25,069   3 - 10 years      4,129
                                              ---------

Total .....................................   $ 24,985
                                              =========
</TABLE>

         Management's preliminary valuation results in an estimated fair value
of patent related assets acquired of approximately $27,500,000, resulting in
approximately $2,515,000 of excess fair value over the cost of net assets
acquired, which has been allocated as a pro rata reduction to the amounts that
otherwise would have been assigned to the assets acquired, in accordance with
the purchase method of accounting.

         Management is primarily responsible for determining the fair value of
the tangible and identifiable intangible assets acquired and liabilities assumed
at the date of acquisition. Management is considering a number of factors,
including reference to an independent valuation, which is not yet complete. The
preliminary purchase price allocation is subject to revision as more detailed
analysis is completed and additional information on the fair values of the
assets and liabilities acquired becomes available. Management is in the process
of finalizing its estimates and assumptions underlying its patent related
discounted cash flow analysis and its consideration of the economic useful lives
of the amortizable intangible assets acquired. Any change in the estimated fair
value of the net assets acquired will change the amount of the purchase price
allocable to tangible and intangible assets acquired and to goodwill, if any.
Final purchase accounting adjustments may therefore differ materially from the
proforma adjustments presented here.

         The acquisition will be treated for tax purposes as a taxable asset
acquisition and, as such, Acacia Research Corporation does not expect any
book/tax basis differences and thus, no deferred income taxes will be recorded
in connection with the application of the purchase method of accounting.

3.       PRO FORMA ADJUSTMENTS

         The accompanying unaudited pro forma combined balance sheet gives
effect to the acquisition as if it had taken place on December 31, 2004. Column
(1) reflects the historical balance sheet of Global Patent Holdings, LLC as of
December 31, 2004. The unaudited pro forma combined statement of operations for
the year ended December 31, 2004, reflects the acquisition as if it had taken
place on January 1, 2004. Column (2) reflects the historical operating results
of Global Patent Holdings, LLC for the period from January 1, 2004 through
December 31, 2004. The pro forma adjustments are based upon preliminary
estimates and currently available information. Final purchase accounting
adjustments may differ from the pro forma adjustments presented.

         The Acacia Research Corporation unaudited pro forma combined statements
also give effect to the following pro forma adjustments:

         (A)      To reflect the impact on cash and cash equivalents of the
                  payment of $5,000,000 in cash on January 28, 2005,
                  representing partial consideration for the acquisition.

         (B)      To reflect the distribution of available cash and cash
                  equivalents, marketable securities and related interest
                  receivable, to Global Patent Holdings, LLC members prior to
                  the acquisition, pursuant to the terms of the legally binding
                  letter of intent between Acacia Research Corporation and
                  Global Patent Holdings, LLC, executed on December 15, 2004.

<PAGE>

         (C)      To exclude certain license fee receivables, related royalties
                  payable and related contingent legal fees payable, that were
                  not purchased or assumed by Acacia Research Corporation in the
                  acquisition, pursuant to the terms of the transaction.

         (D)      To reflect the preliminary allocation of a portion of the
                  purchase price, totaling $25,069,000, to the fair value of
                  amortizable patent related intangible assets acquired. Patent
                  related intangible assets are amortized over the estimated
                  economic useful lives of the underlying patents or patent
                  groups, ranging from 3 to 10 years.

         (E)      To accrue estimated direct acquisition costs incurred by
                  Acacia Research Corporation, totaling $480,000 and estimated
                  costs to be incurred by Acacia Research Corporation in
                  connection with the registration of the 3,938,832 shares of
                  AR-Acacia Technologies common stock issued in connection with
                  the acquisition, totaling $133,000. Acacia Research
                  Corporation executed a registration rights agreement in
                  connection with the acquisition transaction, which requires
                  Acacia Research Corporation to register for resale the shares
                  of AR-Acacia Technologies common stock issued as partial
                  consideration for the acquisition.

         (E.1)    To reflect the exclusion of certain liabilities not assumed by
                  Acacia Research Corporation in connection with the
                  acquisition, in accordance with the purchase agreement,
                  including $244,000 in benefit plan related liabilities and
                  $291,000 in accrued pension, profit sharing and management
                  bonus expenses. These liabilities are recorded at the Global
                  Patent Holdings, LLC level, and were not assumed by Acacia
                  Research Corporation in the acquisition of the 11 patent
                  licensing companies, as described above.

         (F)      To reflect the impact on stockholders equity of the issuance
                  of 3,938,832 shares of AR-Acacia Technologies common stock in
                  partial consideration for the acquisition. The value of the
                  common shares issued was determined based on the average
                  market price of AR-Acacia Technologies common stock, as
                  reported on NASDAQ, over the 5-day period before and after the
                  terms of the acquisition were agreed to and announced. The pro
                  forma adjustment also reflects a reduction in additional
                  paid-in capital related to estimated common stock registration
                  costs as described at (E ) above.

         (G)      To reflect consulting expense related to a consulting
                  agreement between Acacia Global Acquisition Corporation and
                  the former CEO of Global Patent Holdings, LLC who, as a result
                  of the acquisition, is also a shareholder of Acacia Research
                  Corporation. The consulting agreement requires the payment of
                  $2,000,000 in consulting fees over a two-year period.
                  Consulting services to be performed consist primarily of
                  consultation on intellectual property matters associated with
                  the patents and patent rights acquired in the transaction. The
                  consulting fees will be expensed as the consulting services
                  are rendered during the two-year term of the consulting
                  agreement. Acacia Global Acquisition Corporation may terminate
                  the consulting agreement for cause as provided for in the
                  agreement. The consulting agreement also contains certain
                  automatic termination provisions, including; the failure by
                  Acacia Global Acquisition Corporation to make timely
                  consulting payments in accordance with the agreement; a
                  significant decrease in working capital of Acacia Research
                  Corporation, as defined in the agreement; material breach of
                  the agreement by Acacia Global Acquisition Corporation; and
                  the death of the consultant. Any occurrence of these
                  conditions may require the payment of all remaining consulting
                  fees outstanding under the agreement within thirty days of the
                  occurrence of the termination event. Acacia Research
                  Corporation also executed an agreement guaranteeing Acacia
                  Global Acquisition Corporation's performance of its
                  obligations under the consulting agreement.

         (H)      To reflect amortization of the patent related intangible
                  assets acquired on a straight-line basis over the estimated
                  useful life of the patents or groups of patents. The estimated
                  weighted average useful life of amortizable patent related
                  intangibles is approximately 7 years.

<PAGE>

         (I)      The calculation of the pro forma weighted average Acacia
                  Research - Acacia Technologies shares outstanding was as
                  follows:

<TABLE>
<S>     <C>

                  Weighted average AR-Acacia Technologies
                    common stock outstanding for the year
                    ended December 31, 2004 (actual) ...........................    19,784,883

                  AR-Acacia Technologies common stock issued
                    in connection with the acquisition (assumed
                    issued and outstanding as of January 1, 2004) ..............     3,938,832
                                                                                   -----------

                  Pro forma weighted average AR-Acacia Technologies
                    shares outstanding for the year ended December 31, 2004 .....    23,723,715
                                                                                   ===========

</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
