Rambus Agreement


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K


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

Date of Report (Date of earliest event reported): February 7, 2012

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
0-23985
94-3177549
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2701 San Tomas Expressway, Santa Clara, CA
(Address of principal executive offices)
95050
(Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Not Applicable
(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:
[ ] 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))



Item 1.02. Termination of a Material Definitive Agreement.
In connection with an agreement by and between NVIDIA Corporation and Rambus Inc. executed on February 7, 2012 covering the use of Rambus patented innovations in our products and the settlement of all outstanding claims between the Company and Rambus, the parties terminated that certain memory controller patent license agreement between the parties, dated August 12, 2010, filed on December 7, 2010 with the Securities and Exchange Commission as Exhibit 10.32 to our Quarterly Report on Form 10-Q.






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.
 
NVIDIA Corporation

Date: February 8, 2012
By: /s/ David M. Shannon
 
David M. Shannon
 
Executive Vice President, General Counsel and Secretary