8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  September 10, 2007

NVE Corporation
(Exact name of registrant as specified in its charter)

Minnesota	000-12196	41-1424202
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11409 Valley View Road, Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (952) 829-9217

(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 (see General Instruction A.2. below):

[  ] 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))

Explanatory Note
     This Amendment No. 2 to Form 8-K is being filed to disclose an amendment by and between us and Avago Technologies, Inc. to a purchase agreement between us and Agilent Technologies, Inc.


Item 1.01 Entry into a Material Definitive Agreement

General information
    On September 10, 2007 we executed Amendment Number 2 to the Agreement dated September 27, 2001 between us and Agilent Technologies, Inc. Under the Agreement, Avago distributes versions of some of our couplers under its brand.

Description of the Terms and Conditions of the Amendment
     The Amendment is filed as Exhibit 10.5 to this Current Report on Form 8-K/A. The Amendment provides for a cash payment of $250,000 by Avago to us, modifies product pricing, extends the term of the agreement through June 27, 2010, and eliminates a number of Agreement provisions. Agreement provisions eliminated by the Amendment include Agilent's right to manufacture products under our intellectual property rights; certain exclusivity provisions; and a first right of refusal in the event of an offer to acquire NVE.

Accounting Treatment
     We currently expect to recognize revenue from the $250,000 cash payment over the Amendment term under Securities and Exchange Commission Staff Accounting Bulletin No. 101.

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Item 9.01 Financial Statements and Exhibits

Exhibit #	Description
10.1+	Agreement between the company and Agilent Technologies, Inc. dated September 27, 2001 (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended September 30, 2001).
10.2	Amendment Number 1 dated October 18, 2002 to Agreement between the company and Agilent Technologies, Inc. (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended December 31, 2002).
10.3	Notification from Agilent Technologies of planned sale of Agilent's Semiconductor Product Group (incorporated by reference to our Current Report on Form 8-K filed October 19, 2005).
10.4	Report of completion of the divestiture of Agilent's Semiconductor Products business (incorporated by reference to our Current Report on Form 8-K/A filed December 6, 2005).
10.5+	Amendment Number 2 dated September 10, 2007 to Agreement between the company and Agilent Technologies, Inc. (filed with this Current Report on Form 8-K/A).

+Confidential portions of this exhibit have been deleted and filed separately with the SEC under a request for confidential treatment pursuant to Rule 24b-2 or Rule 406.

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SIGNATURE

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.

Date  September 11, 2007	NVE CORPORATION
	(Registrant)
	/s/ CURT A. REYNDERS
	(Signature)
	Curt A. Reynders
	Chief Financial Officer

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EX-99

CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN REPLACED WITH ASTERISKS AND FILED SEPARATELY WITH THE SEC UNDER A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 OR RULE 406.

AMENDMENT No. 2 to OEM PURCHASE AGREEMENT

This Amendment No. 2 ("Amendment") to OEM Purchase Agreement dated September 27, 2001 ("Original Agreement") as amended October 18, 2002 ("Amendment No. 1") by and between NVE Corporation ("NVE") and Agilent Technologies, Inc. and subsequently assigned to Avago Technologies, Inc. ("Avago"), is executed by and between NVE and Avago and is made effective as of June 27, 2007.

1. Term extension.
Section 1.3 of the Original Agreement is hereby amended in its entirety to read as follows:

This Agreement will commence as of the Effective Date and continue until June 27, 2010, at which point it will terminate. Neither Party can terminate the Agreement for convenience before this date. Those provisions of this Agreement that logically would survive any termination or expiration of this Agreement shall survive such termination or expiration.

2. OEM product prices.
The first sentence of Section 4.2 of the Original Agreement is hereby amended to read as follows:

Supplier's prices for the OEM Products are listed on Exhibit A of this Amendment, in U.S. currency unless otherwise stated, and may not be increased without Avago's consent.

The rest of Section 4.2 of the Original Agreement is eliminated.

3. Additional payments.
In consideration of the terms of this Amendment, Avago will pay NVE a non-refundable payment of $250,000 no later than seven days after the execution of this Amendment.

4. Existing orders.
Both parties agree and acknowledge that all Avago purchase orders placed prior to the date of this Amendment shall be honored at the pricing specified in Exhibit A.

5. Elimination of and amendment of certain terms from Original Agreement.
Other than as specifically provided elsewhere herein, Articles 3 (except Sections 3.1, 3.2, 3.5, 3.6, 3.12, 3.14, and 3.15), 4 (except Sections 4.4 and 4.6), 5 (except 5.1), 8.2, 10 (except 10.5, 10.6 subsections (a),(b),(c) and (d)) 11 (except 11.1 and 11.1(a)), 12, 13, 19.2(d),19.3, 23.2, 23.3 and Section 24.4 of the original Agreement are hereby eliminated.

Section 23.4 of the Original Agreement is hereby amended in its entirety to read as follows:

Surviving Provisions. Notwithstanding the expiration of this Agreement, the provisions regarding Warranties in Article 9, Marketing and Licensing in Article 14, Intellectual Property in Article 15, Confidentiality in Article 20, Insurance Requirements in Article 21, Limitation of Liability in Article 22, and the Miscellaneous provisions in Article 24 will each survive in accordance with their terms.

Amendment No. 2 to OEM Purchase Agreement - p. 2

The text "Exhibit F" in Section 24.1 of the Original Agreement is hereby replaced with "this Amendment No. 2".

The text "identified in Exhibit F" in Section 24.12 of the Original Agreement is hereby replaced with "identified in this Amendment No. 2".

Recipients for Receipt of Notice:

NVE Corporation
11409 Valley View Road
Eden Prairie, MN 55344-3617
TEL: 952-996-1628
FAX: 952-996-1600

Avago Technologies Legal Department
1 Yishun Avenue 7
Singapore 768923
TEL: 65-6755-7888
FAX: 65-6755-7000

Amendment No. 2 to OEM Purchase Agreement - p. 3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment through the signatures of their duly authorized representatives.

Avago Technologies, Inc	NVE Corporation
By:  /s/ CHONG TZE SIONG	By:  /s/ CURT A. REYNDERS    9/10/07
Chong Tze Siong	Curt A. Reynders
VP/GM Isolation Products Division	CFO

Exhibit A

Products and Pricing

The following Products manufactured by NVE and Pricing are covered under this agreement:

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