Don't know which Phenom II x4 your getting but here is a pic from PC World showing a 965 and its in a retail box...Which does come with the heat sink and fan and also has reapplied thermal paste on the heat sink.........http://www.pcworld.com/shopping/detail/prtprdid,752259340-sortby,retailer/pricing.htmlIf you were just getting the chip its called OEM.....You get nothing but the chip and it is a little cheaper to buy........Scott