Item 8.01 Other Events.

On September 16, 2008, NVIDIA Corporation executed a settlement agreement, or the Agreement, in connection with the consolidated action In re Graphics Processing Units Antitrust Litigation, MDL No. 1826, pending in the District Court for the Northern District of California, or the Action. The Agreement relates to the claims of the certified class of direct purchaser plaintiffs previously approved by the District Court, which consists of purchasers who bought graphics cards directly from the websites of ATI Technologies ULC or NVIDIA in the United States during the period December 4, 2002 to November 7, 2007. The Agreement calls for NVIDIA to pay $850,000 into a $1.7 million fund to be made available for payments to the certified class. We are not obligated under the Agreement to pay plaintiffs' attorneys' fees, costs, or make any other payments in connection with the settlement other than our payment of $850,000. The Agreement is subject to court approval and, if approved, would dispose of all claims and appeals raised by the certified class in the Action against NVIDIA.

We have also reached a settlement agreement with the remaining individual indirect purchaser plaintiffs in the Action. On July 18, 2008, the District Court denied a motion seeking to certify a class of all indirect purchasers in the United States who purchased a product containing a graphics processing unit initially sold by NVIDIA or the other defendants in the Action. On September 9, 2008, NVIDIA reached a settlement agreement with the remaining individual indirect purchaser plaintiffs that provides for NVIDIA to pay $112,500 in exchange for a dismissal of all claims and appeals related to the Action raised by the individual indirect purchaser plaintiffs. This settlement is not subject to the approval of the District Court. Pursuant to the settlement, the individual indirect purchaser plaintiffs in the Action have dismissed their claims and withdrawn their appeal of the class certification ruling.

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