8-KMaterial Agreements

NVIDIA CORP 8-K Report, Material Agreement (Aug 13, 2010)

Filed August 13, 2010For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) has entered into a material definitive agreement with Rambus Inc., executing a memory controller patent license on August 11, 2010. This agreement grants NVIDIA a non-exclusive, worldwide license for specific Rambus memory controllers, crucial for NVIDIA's product development and manufacturing. The terms involve royalty payments to Rambus based on a percentage of net sales for different types of memory controllers, with a capped maximum deemed price per unit for certain products. This development is particularly significant as NVIDIA's previously announced financial outlook for the third quarter of 2011 already factored in the cost of these royalties, indicating proactive financial planning.

Key Highlights

  • 1NVIDIA entered into a memory controller patent license agreement with Rambus Inc. on August 11, 2010.
  • 2The license grants NVIDIA a non-exclusive, worldwide right to use certain Rambus memory controllers.
  • 3Royalties are structured as 1% for SDR memory controllers and 2% for other types (DDR, LPDDR, GDDR variants, etc.).
  • 4A maximum average net sales price of $20 per unit is established for royalty calculation on specific controller types.
  • 5The agreement is set to expire on December 9, 2014, but NVIDIA has an early termination option after August 12, 2011.
  • 6NVIDIA's Q3 2011 financial outlook, previously disclosed, already accounted for the impact of these royalty payments.

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