1
EXHIBIT 10.11
REAL ESTATE MATTERS AGREEMENT
BY AND AMONG
CADENCE DESIGN SYSTEMS, INC.,
CADENCE HOLDINGS, INC.,
TALITY, LP
AND
TALITY CORPORATION
DATED AS OF
__________, 2000
2
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS .............................................................................................1
Section 1.1 Actual Completion Date................................................................1
Section 1.2 Cadence Lease ........................................................................2
Section 1.3 Headquarters Facility.................................................................2
Section 1.4 Landlord .............................................................................2
Section 1.5 Lease Consents .......................................................................2
Section 1.6 Leased Properties ....................................................................2
Section 1.7 Master Corporate Services Agreement...................................................2
Section 1.8 Owned Properties .....................................................................2
Section 1.9 Property .............................................................................2
Section 1.10 Relevant Leases ......................................................................2
Section 1.11 Retained Parts .......................................................................2
Section 1.12 Shared Properties ....................................................................2
ARTICLE II LEASED PROPERTY ........................................................................................3
Section 2.1 Leased Properties to be Assigned to the Partnership; Sublease or License
Back of Certain Leased Properties to Cadence..........................................3
Section 2.2 Leased Property to be Subleased by the Partnership....................................3
Section 2.3 License to the Partnership of Certain Shared Properties...............................3
Section 2.4 Owned Properties .....................................................................4
Section 2.5 Lease Consents .......................................................................4
Section 2.6 Occupation by the Partnership.........................................................5
Section 2.7 Obligation to Complete................................................................6
Section 2.8 Forms of Transfer Documents...........................................................7
Section 2.9 Casualty; Lease Termination...........................................................8
Section 2.10 Tenant's Fixtures and Fittings; Services..............................................9
Section 2.11 Costs ................................................................................9
ARTICLE III MISCELLANEOUS .........................................................................................9
Section 3.1 Incorporation by Reference............................................................9
Section 3.2 Conflicting Agreements................................................................9
Section 3.3 Property Transfers and Governing Law..................................................9
i
3
REAL ESTATE MATTERS AGREEMENT
THIS REAL ESTATE MATTERS AGREEMENT (this "Agreement") is entered into
and effective as of __________, 2000 by and among Cadence Design Systems, Inc.,
a Delaware corporation ("Cadence"), Cadence Holdings, Inc., a Delaware
corporation ("Holdings"), Tality, LP, a Delaware limited partnership (the
"Partnership"), and Tality Corporation, a Delaware corporation ("Tality").
Capitalized terms used herein and not otherwise defined elsewhere herein shall
have the meanings ascribed to them in Article I or in the Separation Agreement
(as defined below).
RECITALS
WHEREAS, Holdings currently owns approximately 98% of the issued and
outstanding shares of the capital stock of Tality;
WHEREAS, Tality is the sole general partner of, and owns both a general
and limited partnership interest in, the Partnership;
WHEREAS, Cadence, on behalf of Holdings, and Holdings have transferred
to the Partnership as a capital contribution, and the Partnership has acquired
through one or more Subsidiaries, certain assets, liabilities and other
obligations relating to the operation of the Tality Business outside of the
United States;
WHEREAS, each of the Boards of Directors of Cadence, Tality 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 other assets and liabilities of Cadence and its
Subsidiaries associated with the Tality Business (the "Separation");
WHEREAS, Cadence, Tality and Holdings are parties to that certain Master
Separation Agreement dated as of July 14, 2000, as amended (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 operate the entire Tality Business; and
WHEREAS, all the 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 set forth certain agreements regarding real estate
matters.
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
Section 1.1 "Actual Completion Date" means, with respect to each
Property, the date upon which completion of the assignment, lease, license,
conveyance or sublease of that Property, as applicable, actually takes place.
4
Section 1.2 "Cadence Lease" means, in relation to each Leased Property,
the lease(s) or sublease(s) or license(s) under which Cadence or its applicable
Subsidiary holds such Leased Property together with any other amendment,
modification or supplemental document completed prior to the Actual Completion
Date.
Section 1.3 "Headquarters Facility" means the buildings and other
improvements comprising Cadence's office campus located in Sunnyvale, California
identified in Section D of Schedule 1 attached to this Agreement.
Section 1.4 "Landlord" means the landlord under any Cadence Lease, and
its respective successors and assigns, and includes the holder of any other
interest that is superior to the interest of the landlord under any Cadence
Lease.
Section 1.5 "Lease Consents" means all consents, waivers or amendments
required from any Landlord or other third parties under the Relevant Leases to
assign, sublease, license or otherwise transfer all or a portion of the Relevant
Leases to the Partnership or its applicable Subsidiary as contemplated by this
Agreement.
Section 1.6 "Leased Properties" means those Properties leased by Cadence
or its applicable Subsidiary pursuant to an Cadence Lease and identified in
Sections A, B and C of Schedule 1 of this Agreement.
Section 1.7 "Master Corporate Services Agreement" means the Master
Corporate Services Agreement dated as of the date hereof among the parties and
the Corporate Services Schedule for the Real Estate and Site Services Functional
Area attached thereto.
Section 1.8 "Owned Properties" means those properties owned by Cadence
or its applicable Subsidiary identified in Section D of Schedule 1 of this
Agreement.
Section 1.9 "Property" means the Leased Properties and the Owned
Properties.
Section 1.10 "Relevant Leases" means those of the Cadence Leases with
respect to which a Lease Consent is required for an assignment, sublease,
license or other transfer of all or a portion of such Cadence Lease to a third
party, or which prohibit assignments, subleases, licenses or other such
transfers.
Section 1.11 "Retained Parts" means those parts of the Shared Properties
that, following assignment to the Partnership or its applicable Subsidiary, are
intended to be subleased or licensed back to Cadence or its applicable
Subsidiary.
Section 1.12 "Shared Properties" means those Leased Properties listed in
(a) Section A of Schedule 1 as a Leased Property involving a sublease or license
back to Cadence, and (b) Section C of Schedule 1 of this Agreement.
-2-
5
ARTICLE II
LEASED PROPERTY
Section 2.1 Leased Properties to be Assigned to the Partnership;
Sublease or License Back of Certain Leased Properties to Cadence.
(a) Cadence shall assign or cause its applicable Subsidiary to
assign, and the Partnership shall accept and assume, or cause its applicable
Subsidiary to accept and assume, Cadence's or its applicable Subsidiary's
interest in the Leased Properties identified in Section A of Schedule 1 of this
Agreement, subject to the other provisions of this Agreement and (to the extent
not inconsistent with the provisions of this Agreement) the terms of the
Separation Agreement and the other Ancillary Agreements. With respect to each
such Leased Property, such assignment shall be completed on the later of: (i)
the Separation Date; and (ii) the earlier of (A) the fifth (5th) business day
after the Lease Consent for any Relevant Lease has been granted, and (B) the
date agreed upon by the parties in accordance with Section 2.6(a) below.
(b) Subject to the completion of the assignment to the Partnership or
its applicable Subsidiary of the relevant Leased Property, with respect to each
Leased Property that is also a Shared Property, the Partnership shall grant or
cause its applicable Subsidiary to grant to Cadence or its applicable Subsidiary
a license or a sublease, as applicable, as identified in Section A of Schedule 1
of this Agreement, and Cadence shall accept or cause its applicable Subsidiary
to accept the same. Such license or sublease, as applicable, shall be completed
immediately following completion of the assignment of the relevant Leased
Property to the Partnership or its applicable Subsidiary. The area to be
subleased or licensed to Cadence and the monthly cost allocated to Cadence for
each such sublease or license shall be as set forth in the Master Corporate
Services Agreement.
Section 2.2 Leased Property to be Subleased by the Partnership.
Cadence shall sublease or cause its applicable Subsidiary to sublease,
and the Partnership shall accept and enter into, or cause its applicable
Subsidiary to accept and enter into, a sublease of Cadence's or its applicable
Subsidiary's interest in a portion of each Leased Property identified in Section
B of Schedule 1 of this Agreement, subject to the other provision s of this
Agreement and (to the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other Ancillary
Agreements. With respect to such Leased Property, such sublease shall be
completed on the later of (i) the Separation Date; and (ii) the earlier of (A)
the fifth (5th) business day after a Lease Consent has been granted, if
required, and (B) the date agreed upon by the parties in accordance with Section
2.6(a) below.
Section 2.3 License to the Partnership of Certain Shared Properties.
Cadence shall grant or cause its applicable Subsidiary to grant to
the Partnership or its applicable Subsidiary a license to occupy portions of the
Shared Properties identified in Section C of Schedule 1 of this Agreement, and
the Partnership shall accept or cause its applicable Subsidiary to accept the
same, subject to the other provisions of this Agreement and (to the extent not
inconsistent with the provisions of this Agreement) the terms of the Separation
Agreement and the other Ancillary Agreements. Such license shall be completed on
the
-3-
6
Separation Date. The area to be licensed to the Partnership and the monthly cost
allocated to the Partnership for each such license shall be as set forth in the
Master Corporate Services Agreement.
Section 2.4 Owned Properties.
Cadence shall grant to the Partnership a lease of those parts of the
Owned Properties identified in Section D of Schedule 1 of this Agreement, and
the Partnership shall accept the same, subject to the other provisions of this
Agreement and (to the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other Ancillary
Agreements. Each lease shall be completed on the Separation Date.
Section 2.5 Lease Consents.
(a) Cadence confirms that, with respect to each Relevant Lease, an
application has been made or will be made by the Separation Date to each
applicable Landlord for the Lease Consent required with respect to such Relevant
Lease to approve the transactions contemplated by this Agreement.
(b) Cadence will use its reasonable commercial efforts to obtain the
Lease Consent required for each Relevant Lease, but Cadence shall not be
required to commence judicial proceedings for a declaration that a Lease Consent
has been unreasonably withheld or delayed, nor shall Cadence be required to pay
any consideration in excess of that required by the Relevant Lease or that which
is typical in the open market to obtain the Lease Consent for the Relevant
Lease. Tality and the Partnership shall cooperate as reasonably requested by
Cadence to obtain the Lease Consents.
(c) Tality, the Partnership and Cadence will promptly satisfy or
cause their respective applicable Subsidiaries to satisfy the lawful
requirements of the applicable Landlord, and Tality and the Partnership will
take or cause its applicable Subsidiary to take all steps to assist Cadence in
obtaining the Lease Consent as to each Relevant Lease, including, without
limitation:
(i) if properly required by the Landlord, entering into an
agreement with the relevant Landlord to observe and perform the tenant's
obligations contained in the Relevant Lease throughout the remainder of the term
of the Relevant Lease, subject to any statutory limitations of such liability;
(ii) if properly required by the Landlord, providing a guarantee,
surety or other security (including, without limitation, a security deposit) for
the obligations of the Partnership or its applicable Subsidiary as tenant under
the Relevant Lease, and otherwise taking all steps that are reasonably necessary
and which the Partnership or its applicable Subsidiary is reasonably capable of
doing to meet the lawful requirements of the Landlord so as to ensure that the
Lease Consent for such Relevant Lease is obtained; and
(iii) using all reasonable commercial efforts to assist Cadence
with obtaining the Landlord's consent to the release of any guarantee, surety or
other security which
-4-
7
Cadence or its Subsidiary may have previously provided to the Landlord and, if
required, offering the same or equivalent security to the Landlord to obtain
such release.
Notwithstanding the foregoing, except with respect to providing guarantees,
sureties or other security referenced in Section 2.5(c)(ii) above, neither
Tality nor the Partnership shall be required to obtain a release of any
obligation entered into by Cadence or its Subsidiary with any Landlord or other
third party with respect to any Leased Property.
(d) If, with respect to any Relevant Lease, Cadence, Tality and the
Partnership are unable to obtain a release by the Landlord of any guarantee,
surety or other security which Cadence or its Subsidiary has previously provided
to the Landlord, Tality and the Partnership shall indemnify, defend, protect and
hold harmless Cadence and its Subsidiary from and after the Separation Date
against all losses, costs, claims, damage or liabilities incurred by Cadence or
its Subsidiary as a result of the Partnership's occupancy of the Leased Property
with respect to such guarantee, surety or other security.
Section 2.6 Occupation by the Partnership.
(a) Subject to compliance with Section 2.6(b) below, if the Actual
Completion Date for any Leased Property does not occur on the Separation Date,
the Partnership or its applicable Subsidiary shall, commencing on the Separation
Date, be entitled to occupy the relevant Property (except to the extent that the
same is a Retained Part) as a licensee upon the terms and conditions contained
in the applicable Cadence Lease for such Property. Such license shall not be
revocable prior to the date for completion as provided in Section 2.1(a) unless
an enforcement action or forfeiture by the relevant Landlord due to the
Partnership's or its applicable Subsidiary's occupation of the Property
constituting a breach of such Cadence Lease cannot, in the reasonable opinion of
Cadence, be avoided other than by requiring the Partnership or its applicable
Subsidiary immediately to vacate the relevant Property, in which case Cadence
may by notice to the Partnership immediately require the Partnership or its
applicable Subsidiary to vacate the relevant Property. The Partnership will be
responsible for all costs, expenses and liabilities incurred by Cadence or its
applicable Subsidiary as a consequence of such occupation, except for any
losses, claims, costs, demands and liabilities incurred by Cadence or its
Subsidiary as a result of any enforcement action taken by the Landlord against
Cadence or its Subsidiary with respect to any breach by Cadence or its
Subsidiary of the Relevant Lease in permitting the Partnership or its applicable
Subsidiary to so occupy the Property without obtaining the required Lease
Consent, for which Cadence or its Subsidiary shall be solely responsible.
Neither the Partnership nor its applicable Subsidiary shall be entitled to make
any claim or demand against, or obtain reimbursement from, Cadence or its
applicable Subsidiary with respect to any costs, losses, claims, liabilities or
damages incurred by the Partnership or its applicable Subsidiary as a
consequence of being obliged to vacate the Property or in obtaining alternative
premises, including, without limitation, any enforcement action that a Landlord
may take against the Partnership or its applicable Subsidiary.
(b) If the Actual Completion Date for any Leased Property does not
occur on the Separation Date, whether or not the Partnership or its applicable
Subsidiary occupies a Property as licensee as provided in Section 2.6(a) above,
then the Partnership shall, effective as of the Separation Date, (i) pay or
cause its applicable Subsidiary to pay Cadence the monthly
-5-
8
allocated cost to the Partnership for such Leased Property as set forth in the
Master Corporate Services Agreement, (ii) observe or cause its applicable
Subsidiary to observe the tenant's covenants, obligations and conditions
contained in Cadence's Lease, and (iii) indemnify, defend, protect and hold
harmless Cadence and its applicable Subsidiary from and against all losses,
costs, claims, damages and liabilities arising on account of any breach thereof
by the Partnership or its applicable Subsidiary.
(c) Cadence shall supply promptly to the Partnership copies of all
invoices, demands, notices and other communications received by Cadence or its
applicable Subsidiaries or agents in connection with any of the matters for
which the Partnership or its applicable Subsidiary may be liable to make any
payment or perform any obligation pursuant to Section 2.6(a) or (b), and shall,
at the Partnership's cost, take any steps reasonably requested by the
Partnership and pass on any objections which the Partnership or its applicable
Subsidiary may have in connection with any such matters. The Partnership shall
promptly supply to Cadence any notices, demands, invoices and other
communications received by the Partnership or its applicable Subsidiary or
agents from any Landlord while the Partnership or its applicable Subsidiary
occupies any Leased Property without a Lease Consent or any premises for which
the parties have not obtained a full release of Cadence from its obligations
under such Cadence Lease.
Section 2.7 Obligation to Complete.
(a) If, with respect to any Relevant Lease, at any time a Lease
Consent is formally and unconditionally refused in writing, Cadence and Tality
shall commence good faith negotiations and use commercially reasonable efforts
to determine how to allocate the applicable Leased Property, based on the
relative importance of such Leased Property to the operations of each party, the
size of such Leased Property, the number of employees of each party at such
Leased Property and the potential risk and liability to each party if an
enforcement action is brought by the applicable Landlord. Such commercially
reasonable efforts shall include consideration of alternate structures to
accommodate the needs of both parties and the allocation of the costs thereof,
including entering into amendments of the size, term or other terms of the
Relevant Lease, restructuring a proposed lease assignment to be a sublease and
relocating one party. If the parties are unable to agree upon an allocation of
such Leased Property within fifteen (15) days after commencement of negotiations
between the parties as described above, then either party may, by delivering
written notice to the other, require that the matter be referred to the Chief
Financial Officers of both parties. In such event, the Chief Financial Officers
shall use commercially reasonable efforts to determine the allocation of such
Leased Property, including having a meeting or telephone conference within ten
(10) days thereafter. If the parties are unable to agree upon the allocation of
such Leased Property within fifteen (15) days after the matter is referred to
the Chief Financial Officers of the parties as described above, the disposition
of such Leased Property and the risks associated therewith shall be allocated
between the parties as set forth in subparts (b) and (c) of this section below.
(b) If, with respect to any Leased Property, the parties are unable
to agree upon the allocation of such Leased Property as set forth in Section
2.7(a), Cadence may by written notice to the Partnership elect to apply to the
relevant Landlord for consent to sublease all of such Leased Property to the
Partnership or its applicable Subsidiary for the remainder of the
-6-
9
Relevant Lease term, less three (3) days, at a rent equal to the rent from time
to time under the Relevant Lease, and otherwise on substantially the same terms
and conditions as the Relevant Lease. If Cadence makes such an election, then,
until such time as the relevant Lease Consent is obtained and a sublease is
completed, the provisions of Section 2.6 will apply and, upon the grant of the
Lease Consent required to sublease such Leased Property, Cadence shall sublease
or cause its applicable Subsidiary to sublease to the Partnership or its
applicable Subsidiary such Leased Property, which sublease shall be for the term
(less three days) and rent set forth in the Relevant Lease and otherwise on the
terms of the Relevant Lease.
(c) If the parties are unable to agree upon the allocation of a
Leased Property as set forth in Section 2.7(a) and Cadence does not make an
election pursuant to Section 2.7(b) above, then Cadence may elect by written
notice to the Partnership to require the Partnership or its applicable
Subsidiary to vacate such Leased Property immediately or by such other date as
may be specified in the notice served by Cadence (the "Notice Date"), in which
case the Partnership shall vacate or cause its applicable Subsidiary to vacate
such Leased Property on the Notice Date but shall indemnify Cadence and its
applicable Subsidiary from and against all costs, claims, losses, liabilities
and damages in relation to such Leased Property arising from and including the
Separation Date to and including the later of the Notice Date and date on which
the Partnership or its applicable Subsidiary vacates such Leased Property,
except for any costs, losses, damages, claims and liabilities incurred by
Cadence or its Subsidiary with respect to any enforcement action taken by the
Landlord against Cadence or its Subsidiary with respect to any breach by Cadence
or its Subsidiary of the Relevant Lease in permitting the Partnership or its
applicable Subsidiary to so occupy such Leased Property without obtaining the
required Lease Consent. Neither the Partnership nor its applicable Subsidiary
shall be entitled to make any claim or demand against or obtain reimbursement
from Cadence or its applicable Subsidiary with respect to any costs, losses,
claims, liabilities or damages incurred by the Partnership or its applicable
Subsidiary as a consequence of being obliged to vacate such Leased Property or
obtaining alternative premises, including, without limitation, any enforcement
action which a Landlord may take against the Partnership or its applicable
Subsidiary.
Section 2.8 Forms of Transfer Documents.
(a) Leased Properties Assigned to the Partnership.
The assignment to the Partnership or its applicable Subsidiary of
each Leased Property to be assigned to the Partnership shall be in substantially
the form attached to this Agreement as Schedule 2, with such reasonable
amendments as are required by any applicable Landlord and as necessary with
respect to each particular Leased Property, including, without limitation, in
all cases where a relevant Landlord has required a guarantor or surety to
guarantee the obligations of the Partnership or its applicable Subsidiary
contained in the relevant Lease Consent or any other document which the
Partnership or its applicable Subsidiary is required to complete, the giving of
such guarantee by a guarantor or surety, and the giving by the Partnership or
its applicable Subsidiary and any guarantor or surety of the Partnership's or
its applicable Subsidiary's obligations of direct obligations to Cadence or
third parties to the extent required under the terms of any of the Lease Consent
or any covenant, condition, restriction, easement, lease or other encumbrance to
which such Leased Property is subject.
-7-
10
(b) License Back to Cadence; License to the Partnership.
The license to be granted by the Partnership or its applicable
Subsidiary to Cadence or its applicable Subsidiary, and Cadence or its
applicable Subsidiary to the Partnership or its applicable Subsidiary, with
respect to each Shared Property to be licensed to either Cadence or the
Partnership shall be at the rental rates and for the terms as set forth in the
Master Corporate Services Agreement and substantially in the form of Schedule 3
attached to this Agreement, with such reasonable amendments as are necessary
with respect to each particular Leased Property. Either party shall have the
right to terminate a license as to any Leased Property upon thirty (30) days'
prior written notice.
(c) Sublease Back to Cadence.
The sublease by the Partnership or its applicable Subsidiary of each
Leased Property to be subleased by the Partnership to Cadence shall be at the
rental rates and for the terms as set forth in the Master Corporate Services
Agreement and substantially in the form attached to this Agreement as Schedule
4, with such reasonable amendments as are necessary with respect to such Leased
Property.
(d) Sublease to the Partnership.
The sublease by Cadence or its applicable Subsidiary of each Leased
Property to be subleased by Cadence to the Partnership shall be at the rental
rates and for the terms as set forth in the Master Corporate Services Agreement
and substantially in the form attached to this Agreement as Schedule 4, with
such reasonable amendments as are necessary with respect to such Leased
Property.
(e) Lease by the Partnership of Portion of Headquarters Facility.
The lease to be granted to the Partnership with respect to the Owned
Properties shall be substantially in the form of Schedule 5 attached to this
Agreement and at the monthly rental rates set forth in the Master Corporate
Services Agreement. The lease shall be modified gross including use of furniture
and copier(s), and be for a term commencing on the Separation Date and expiring
on the dates set forth in Section D of Schedule 1 attached to this Agreement.
Notwithstanding the foregoing, the lease for the Headquarters Facility shall
contain a provision that either Cadence or the Partnership may terminate the
lease as to all of the space in either building at the Headquarters Facility
then subject to the lease upon six (6) months prior notice, which notice may be
given at any time after December 31, 2000.
Section 2.9 Casualty; Lease Termination.
The parties hereto shall grant and accept assignments, leases,
subleases and licenses of the Leased Properties as described in this Agreement,
regardless of any casualty damage or other change in the condition of such
Leased Properties. In addition, subject to Cadence's obligations in Section 5.5
of the Separation Agreement, if Cadence's Lease with respect to a Leased
Property is terminated prior to the Separation Date, (a) Cadence or its
applicable Subsidiary shall not be required to assign, sublease or license such
Leased Property, (b) the Partnership or its applicable Subsidiary shall not be
required to accept an assignment,
-8-
11
sublease or license of such Leased Property, and (c) neither party shall have
any further liability with respect to such Leased Property hereunder.
Section 2.10 Tenant's Fixtures and Fittings; Services.
The provisions of the Separation Agreement and the other Ancillary
Agreements shall apply to any trade fixtures and personal property located at
each Property. The lease of the Headquarters Facility and the licenses as to the
Shared Properties shall include the services and the use of the furniture and
equipment at such Properties as set forth in the Master Corporate Services
Agreement.
Section 2.11 Costs.
Cadence shall pay all reasonable costs and expenses incurred in
connection with obtaining the Lease Consents, including, without limitation,
Landlord's consent fees and attorneys' fees and any costs and expenses relating
to re-negotiation of any Cadence Leases.
ARTICLE III
MISCELLANEOUS
Section 3.1 Incorporation by Reference. Section 4.4 and all of the
provisions set forth in Article V of the Separation Agreement (except for
Section 5.13 thereof) are incorporated into and made a part of this Agreement by
reference.
Section 3.2 Conflicting Agreements. In the event of any irreconcilable
conflict between this Agreement and the Separation Agreement, any other
Ancillary Agreement or other agreement executed in connection herewith, the
provisions of such other agreement shall prevail to the extent that they
specifically address the subject matter of the conflict.
Section 3.3 Property Transfers and Governing Law. Notwithstanding
Section 3.1 hereof and Section 5.3 of the Separation Agreement, the applicable
Property transfers shall be performed in accordance with the laws of the state
or jurisdiction where the applicable Property is located.
-9-
12
WHEREFORE, the parties have executed and delivered this Real Estate
Matters Agreement effective as of the date first set forth above.
CADENCE DESIGN SYSTEMS, INC. TALITY, LP
By: By: TALITY CORPORATION,
--------------------------------- AS GENERAL PARTNER
Name:
------------------------------- By:
Title: ------------------------
------------------------------ Name:
----------------------
Title:
---------------------
CADENCE HOLDINGS, INC. TALITY CORPORATION
By: By:
--------------------------------- ------------------------------
Name: Name:
------------------------------- ----------------------------
Title: Title:
------------------------------ ---------------------------
-10-