8-KMaterial AgreementsExhibits & Filings

NVIDIA CORP 8-K Report, Material Agreement (Jan 10, 2011)

Filed January 10, 2011For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) announced a significant resolution of its ongoing litigation with Intel Corporation through a comprehensive patent cross-license agreement executed on January 10, 2011. This agreement not only settles all existing disputes but also establishes a framework for future patent usage between the two tech giants. The settlement includes substantial financial consideration for NVIDIA, with Intel agreeing to pay a total of $1.5 billion in licensing fees over a five-year period, starting in January 2011. This development is highly positive for NVIDIA investors as it removes substantial legal uncertainty and provides a predictable revenue stream from Intel. The cross-licensing provides mutual access to patents, potentially enabling both companies to innovate more freely within their respective domains, while specific limitations ensure NVIDIA's core competitive advantages are maintained. The dismissal of all claims is a testament to the successful negotiation and resolution of a contentious legal battle that had clouded the companies' relationship.

Key Highlights

  • 1NVIDIA and Intel entered into a comprehensive patent cross-license agreement on January 10, 2011.
  • 2The agreement settles all ongoing litigation between NVIDIA and Intel, including the lawsuit filed by Intel in February 2009 and NVIDIA's counterclaims.
  • 3Intel will pay NVIDIA a total of $1.5 billion in licensing fees, structured as annual installments from January 2011 through January 2016.
  • 4The cross-license agreement grants both parties non-exclusive, worldwide rights to use each other's patents filed on or before March 31, 2017.
  • 5Certain Intel products, including specific microprocessors and chipsets designed to connect to them, are excluded from NVIDIA's license grant.
  • 6NVIDIA's rights to Intel's patents are subject to defined limitations, ensuring strategic product areas are protected.
  • 7The agreement includes a general release of all past claims, known or unknown, between NVIDIA and Intel.

Frequently Asked Questions

The main outcome is the resolution of all ongoing litigation between NVIDIA and Intel through a broad patent cross-license agreement. This agreement allows both companies to use certain patents of the other and includes a settlement of all past disputes.

NVIDIA will receive a total of $1.5 billion in licensing fees from Intel. These payments will be made in annual installments over a five-year period, commencing in January 2011 and concluding in January 2016.

Yes, there are limitations. NVIDIA is not licensed to certain Intel microprocessors ('Intel Processors' or 'Intel Compatible Processors'), certain chipsets that connect to Intel Processors, and certain flash memory products. The agreement generally grants non-exclusive, worldwide licenses to patents with a first filing date on or before March 31, 2017, with specified exclusions.

The general release means that both NVIDIA and Intel are waiving all claims, whether known or unknown, against each other based on actions that occurred on or before the date of the settlement. This provides a clean slate and prevents future litigation stemming from past grievances.