PSM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT



     This PSM Software Development and License Agreement (this "Agreement") is

entered into as of March 10, 2000 (the "Effective Date"), by and between Cadence

Design Systems, Inc., a Delaware corporation with offices at 555 River Oaks

Parkway, San Jose, CA 95134 ("Cadence"), and Numerical Technologies Inc., a

California corporation with offices at 70 West Plumeria Drive, San Jose, CA

95134-2134 ("NTI").



                                    RECITAL

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     Cadence develops and markets electronic design automation ("EDA") software

tools for integrated circuit design and NTI develops and markets phase shifting

software design tools for subwavelength integrated circuit technologies. Cadence

and NTI desire to develop the ("PSM") design methodology ("PSM") jointly, using

each company's relevant expertise, technology, and industry experience, to

create an integrated design solution in the industry for creating full chip,

phase shifting mask. In addition, Cadence desires to receive from NTI, and NTI

desires to grant to Cadence, certain licenses to NTI's PSM software to

facilitate the marketing and distribution of this solution.



     In consideration of the mutual promises herein, Cadence and NTI agree as

follows:



                                   AGREEMENT



1.   DEFINITIONS.  As used in this Agreement:



     1.1  "Agent" of Cadence or NTI means, an individual or entity who is

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authorized to act for or in place of and to bind Cadence or NTI, as the case may

be, with respect to dealings or contractual obligations with third parties .



     1.2  "Affiliate" of Cadence or NTI means, respectively, any entity that

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controls, is controlled by, or is under common control with such party, where

"control" means ownership of fifty percent (50%) or more of the outstanding

voting securities of the entity in question or the power to otherwise control

the voting or affairs of such entity.



     1.3  "Cadence Combined Products" means the Cadence software products that

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are comprised of one or more Cadence Products and one or more NTI Product

Components and may also include Developed Software.



     1.4  "Cadence Developed Software" means those portions of the Developed

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Software that are developed solely by Cadence.



     1.5  "Cadence Products" means the Cadence software products listed in

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Exhibit A attached hereto and any other commercially released place-and-route,

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physical design, and physical verification family of products offered by Cadence

or any of its Affiliates (other than products of Avant/1/, Mentor Graphics, or

Synopsys, should Cadence or any of its Affiliates merge with, acquire, or be

acquired by any of these three companies)





[***]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY

WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO

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