NVIDIA (NVDA)

Item 1.01 Entry into a Material Definitive Agreement

On November 6, 2006, NVIDIA Corporation (“NVIDIA”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with PortalPlayer, Inc. (“PortalPlayer”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Partridge Acquisition, Inc., a wholly-owned subsidiary of NVIDIA, will merge with and into PortalPlayer, with PortalPlayer as the surviving corporation of the merger (the “Merger”). As a result of the Merger: (i) PortalPlayer will become a wholly-owned subsidiary of NVIDIA; and (ii) each outstanding share of PortalPlayer common stock will be converted into the right to receive $13.50 per share in cash without interest. In connection with the Merger, NVIDIA will also, in its discretion, assume or substitute outstanding options to purchase PortalPlayer common stock pursuant to the terms of the Merger Agreement. The consummation of the Merger is subject to certain customary closing conditions, including antitrust approvals and adoption of the Merger Agreement by the stockholders of PortalPlayer. The Merger, which is expected to close in December 2006 or early 2007, may not be completed if any of the closing conditions are not satisfied or waived. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

A copy of the press release issued by NVIDIA on November 6, 2006 concerning the transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

SECTION 9 – Financial Statements and Exhibits