Related Party Transactions and Outside Related Director Information

PortalPlayer, Inc. (PLAY)

4/28/2006 Proxy Information

During the year ended December 31, 2005, there was no transaction or series of transactions to which we were or are a party in which the amount involved exceeded or exceeds $60,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest other than the transactions described immediately below and above under “Executive Compensation.”

We have entered into indemnification agreements with certain of our officers and directors in which we have agreed to indemnify such officers and directors to the fullest extent allowable under Delaware law if any such officer or director is made a party to any action or threatened with any action as a result of such person’s service or having served as an officer, director, employee or agent of PortalPlayer or having served, at our request, as an officer, director, employee or agent of another company.