MAIN CARD
B.J. Penn (Champion) vs. Diego Sanchez [Lightweight Title Fight]
Cheick Kongo vs. Frank Mir
Jon Fitch vs. Mike Pierce
Kenny Florian vs. Clay Guida
Paul Buentello vs. Stefan Struve

PRELIMINARY CARD
Alan Belcher vs. Wilson Gouveia
Shane Nelson vs. Matt Wiman
Ricardo Funch vs. Johny Hendricks
Lucio Linhares vs. Rousimar Palhares
Edgar Garcia vs. DaMarques Johnson
Kevin Burns vs. T.J. Grant

Live December 12, 2009 in Memphis, Tennessee from the FedExForum.

Background:

On October 21, it was announced that a previous matchup between welterweight contenders Thiago Alves and Paulo Thiago had been changed to Alves vs. Jon Fitch because Fitch's opponent for UFC 106, Ricardo Almeida suffered an injury. Paulo Thiago fought at UFC 106 in November against UFC newcomer Jacob Volkmann.

It was then announced on October 30, that Fitch would again be without an opponent as Alves was forced to withdraw because of a posterior cruciate ligament tear. It was later announced that Jon Fitch will face Mike Pierce at UFC 107.

Todd Duffee was forced out of a fight. Stefan Struve will replace him against Paul Buentello.