Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2010
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Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2010, NVIDIA Corporation and Rambus Inc. entered into a memory controller patent license agreement pursuant to which Rambus has granted NVIDIA a non-exclusive, non-transferable, worldwide license for certain memory controllers.  Pursuant to the agreement, NVIDIA has agreed to pay Rambus a royalty of (i) one percent of net sales price per unit for SDR memory controllers and (ii) two percent of net sales price per unit for other memory controllers, including DDR, DDR2, DDR3, LPDDR, LPDDR2, GDDR2, GDDR3, GDDR4, and portions of GDDR5 memory controllers, provided that the maximum average net sales price per unit for these royalty bearing products shall be deemed not to exceed a maximum of $20. The agreement has a term until December 9, 2014.  However, NVIDIA may terminate the agreement on or after August 12, 2011 with thirty (30) days prior written notice to Rambus.    

NVIDIA’s financial outlook and gross margin for the third quarter of 2011 as set forth in its earnings release, dated August 12, 2010, contemplated the impact of the payment of the these royalties to Rambus.



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.
NVIDIA Corporation
Date: August 13, 2010
By: /s/ David L. White
David L. White
Executive Vice President and Chief Financial Officer