Joint Technology Development And Support Agreement

JOINT TECHNOLOGY DEVELOPMENT AND SUPPORT AGREEMENT


BY AND AMONG


CADENCE DESIGN SYSTEMS, INC.,


CADENCE HOLDINGS, INC.,


TALITY, LP


AND


TALITY CORPORATION


DATED AS OF


__________, 2000


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TABLE OF CONTENTS


Page
---- ARTICLE I DEFINITIONS....................................................................................... 2


ARTICLE II PURPOSES OF THE OF JOINT DEVELOPMENT AND TECHNOLOGY SUPPORT AGREEMENT............................ 3


ARTICLE III PLANNING AND MANAGEMENT OF JOINT DEVELOPMENT AND TECHNOLOGY SUPPORT............................... 3


ARTICLE IV TERM.............................................................................................. 5


ARTICLE V MISCELLANEOUS..................................................................................... 6


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JOINT TECHNOLOGY DEVELOPMENT AND SUPPORT AGREEMENT


THIS JOINT TECHNOLOGY DEVELOPMENT AND SUPPORT AGREEMENT (this "Agreement"), is dated and effective as of _______, 2000, by and among Cadence Design Systems, Inc., a Delaware corporation ("Cadence") and Cadence Holdings, Inc., a Delaware corporation ("Holdings" and, together with Cadence, the "Cadence Parties"), on the one hand, and Tality, LP, a Delaware limited partnership (the "Partnership"), and Tality Corporation, a Delaware corporation ("Tality" and, together with the Partnership, the "Tality Parties"), on the other hand. Capitalized terms used herein and not defined elsewhere herein shall have the meaning ascribed to them in Article I or in the Separation Agreement or Master Intellectual Property Agreement (each as defined below).


RECITALS


WHEREAS, Holdings currently owns approximately 98% of the issued and outstanding shares of the capital stock of Tality;


WHEREAS, Cadence is the sole general partner of, and owns both a general and limited partnership interest in, the Partnership;


WHEREAS, each of the Boards of Directors of Cadence, Tality Corporation and Holdings determined that it would be appropriate and desirable for Cadence to transfer (or cause to be transferred) to the Partnership, on behalf of Holdings, and for the Partnership to receive and assume, directly or indirectly, as a contribution from Holdings, certain assets and liabilities of Cadence associated with the Tality Business;


WHEREAS, Cadence, Tality and Holdings are parties to that certain Master Separation Agreement, dated as of July 14, 2000, as amended or restated (the "Separation Agreement"), pursuant to which Cadence, Tality, Holdings and the Partnership have agreed, subject to certain conditions, to the legal separation of the Tality Business from Cadence's other businesses and to have the Partnership and its Subsidiaries own and operate the entire Tality Business;


WHEREAS, Cadence, Tality and Holdings are parties to that certain Master Intellectual Property Ownership and License Agreement, dated as of ________ (the "Master Intellectual Property Agreement") and


WHEREAS, all conditions to the Separation have been satisfied or waived, and Cadence, Holdings, the Partnership and Tality now desire to execute and deliver this Agreement to effect and implement future joint development and technology support as the parties deem mutually beneficial.


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AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


For purposes of this Agreement, the following capitalized terms shall have the meanings assigned to them below.


Section 1.1 "Deliverables" means the specific services, software, materials, products or other deliverables provided by the Partnership to Cadence as a result of performing services which are specified in the Statement of Work of a MTD Project.


Section 1.2 "Joint Development Plan" or "JDP" shall have the meaning set forth in Section 3.2.


Section 1.3 "Joint Development Team" or "JDT" shall have the meaning set forth in Section 3.1.


Section 1.4 "Methodology Technology Development" or "MTD" means those professional services, including without limitation methodology, design environment and design process services, to be provided by the Partnership pursuant to a Statement of Work, pursuant to an approved and authorized MTD Project, in the nature of applying engineering expertise to produce new Methodology Technology, or a new electronic design environment or an improvement thereto, or which otherwise could be adopted or incorporated into a product or service of Cadence, including Methodology Services, EDA Tools and Design Tool Technology.


Section 1.5 "MTD Innovations" mean any invention development or innovation conceived or developed by the Parties solely or jointly during the term of this Agreement and in the performance of a MTD Project and whether or not forming part of a Deliverable, including, but not limited to, blocks, cells, models, libraries, formulas, algorithms, methods, libraries, design flows, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer languages, software, programs and their documentation, encoding techniques, articles, writings, compositions, works of authorship and improvements.


Section 1.6 "MTD Project" or "Project" shall have the meaning set forth in Section 3.3.


Section 1.7 "Service Task Order" means the description of the Specialized Services and deliverables thereto to be provided pursuant to Section 3.4 ...