Date: December 12, 2009
Venue: FedExForum
City: Memphis, Tennessee, USA
Preliminary card
- Welterweight bout: Kevin Burns vs. TJ Grant
- Grant defeated Burns via TKO (strikes) at 4:57 of round 1.
- Welterweight bout: DaMarques Johnson vs. Edgar Garcia
- Johnson defeated Garcia via submission (triangle choke) at 4:03 of round 1. This bout aired last on the PPV broadcast following the Penn vs. Sanchez fight.
- Middleweight bout: Rousimar Palhares vs. Lucio Linhares
- Palhares defeated Linhares via submission (heel hook) at 3:21 of round 2.
- Welterweight bout: Johny Hendricks vs. Ricardo Funch
- Hendricks defeated Funch via unanimous decision (30–27, 30–27, 30–25).
- Lightweight bout: Matt Wiman vs. Shane Nelson
- Wiman defeated Nelson via unanimous decision (30–27, 30–27, 30–27).
- Catchweight bout (195 lbs): Alan Belcher vs. Wilson Gouveia
- Belcher defeated Gouveia via TKO (strikes) at 3:03 of round 1. This bout aired on the PPV broadcast following the Mir vs. Kongo fight.
Main card
- Heavyweight bout: Paul Buentello vs. Stefan Struve
- Struve defeated Buentello via majority decision (29–28, 29–28, 28–28).
- Lightweight bout: Kenny Florian vs. Clay Guida
- Florian defeated Guida via submission (rear naked choke) at 2:19 of round 2.
- Welterweight bout: Jon Fitch vs. Mike Pierce
- Fitch defeated Pierce via unanimous decision (29–28, 29–28, 29–28).
- Heavyweight bout: Frank Mir vs. Cheick Kongo
- Mir defeated Kongo via technical submission (guillotine choke) at 1:12 of round 1.
- Lightweight Championship bout: B.J. Penn (c) vs. Diego Sanchez
- Penn defeated Sanchez via TKO (cut) at 2:37 of round 5 to retain the UFC Lightweight Championship. This is one of only three fights in UFC history to end in the 5th round. The others were Randy Couture vs. Ricco Rodriguez at UFC 39 and Anderson Silva vs. Chael Sonnen at UFC 117.
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