Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2008, i2 Technologies, Inc. ("i2" or the "Company") entered into a Settlement Agreement (the "Agreement") with SAP America, Inc., a Delaware corporation, and SAP AG, a German corporation and the parent of SAP America, Inc., to settle the existing patent litigation between the companies.

Under the terms of the Agreement, each party will license to the other party certain patents in exchange for a one-time cash payment to i2 of US $83,333,333.36. In addition, each party has agreed not to pursue legal action against the other party for its actions taken to enforce any of the licensed patents prior to the effective date of the Agreement. The Agreement also provides for general releases, indemnification for its violation, and dismisses the existing litigations between the parties with prejudice.

The Company is currently evaluating the treatment of the settlement for financial reporting purposes and it is currently expected that the cash from the settlement will be received in the third quarter of 2008. As a result of the expected positive effect of the Company's patent infringement settlement, the Company no longer expects financial performance in the second quarter of 2008 to be reasonably comparable to the first quarter of 2008.

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