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The stage was set for a lengthy courtroom battle between Synopsys Inc. and Nassda Corp. But a few weeks before the trial was to begin, the players came up with a new script that put an end to Synopsys’ trade secret suit against Nassda. The companies announced last week that Synopsys is to buy Santa Clara-based Nassda for approximately $192 million in cash. Nassda will also pay Mountain View’s Synopsys $61.6 million to settle the trade secret litigation as well as two patent infringement suits Synopsys had pending against it. “It’s pretty unusual, especially given the fact that both companies are public,” said Chris Graham, a partner at Dechert’s Palo Alto office who represented Synopsys in the trade secrets litigation. The acquisition made sense, said Graham, since “trade secrets permeated all the products Nassda was selling.” Both companies make software used by manufacturers of integrated circuits to simulate how circuits work and fix design flaws. The conflict began after Synopsys acquired Epic Design Technology Inc. in 1997. Three of the employees who joined Synopsys from Epic left about a year later to start Nassda. Synopsys filed suit against the startup for trade secret theft in 2000. Synopsys had been seeking more than $100 million in damages and an injunction to prohibit Nassda from selling its software products. Nassda had put together a large legal team to fight the allegations. The firm brought in Matthew Powers, a partner at Weil, Gotshal & Manges’ Redwood Shores office, to replace Fish & Richardson, to try the case. Graham’s team included partner Michael Edelman and associates Esther La, Susan Shamoto, Grace Jo, Shan�e Williams and Guadalupe Garcia. The Weil team included partners Christopher Cox and David Radulescu and associates Matthew Antonelli, Steven Carlson, Michael Powell and Rip Finst. Other law firms represented individuals at Nassda involved in the litigation. They included Thoits, Love, Hershberger & McLean; Reed Smith; Sheppard, Mullin, Richter & Hampton; Morgan, Franich, Fredkin & Marsh; Law Offices of Philip McCowan; Robinson & Wood; Sideman & Bancroft; and Nolan, Armstrong & Barton. Graham said the trial, originally slotted to begin in January, was scheduled to last six months. He said the companies decided to settle through an acquisition, in part to avoid disrupting service to their mutual customers. The settlement brought in more lawyers to ink the deal. Cooley Godward represented Synopsys, while Wilson Sonsini Goodrich & Rosati provided counsel to Nassda. The Cooley team included partners Richard Climan, Timothy Moore, David Lipkin and Eric Reifschneider and associates Jennifer Fonner DiNucci, Elizabeth Blong, Robin Lee, John McKenna and Sherman Souther. The Wilson Sonsini team consisted of partners Robert Latta and Steve Camahort, as well as associates Julia Reigel, John Park and Jenny Yeh. Synopsys General Counsel Rex Jackson and Associate General Counsel Robert Specker also worked on the transaction. — Brenda Sandburg PASSAGE TO INDIA Being a busy associate can have unexpected benefits. For instance, odds are that you’re still at your desk when the 10 p.m. calls from India come in. Or so Jerome Ku discovered recently when working on a deal that stretched from Silicon Valley to Bangalore. The Palo Alto associate was one of a team of Pillsbury Winthrop attorneys who helped Milpitas-based semiconductor designer Spike Technologies Inc. in Qualcomm Inc.’s acquisition of the company last month. San Diego-based Qualcomm picked up Spike — along with its Indian subsidiary and an Indian partner company — for $19 million. Palo Alto partner Allison Leopold Tilley called the deal “a big jump for Qualcomm in terms of moving into India.” It is also expected to bolster Qualcomm’s ability to develop and manufacture new wireless technology. She said that most of Spike’s manufacturing work is done in India, with the Milpitas office focusing on research. But reaching out to the subcontinent meant extra legal work, said San Francisco associate John Dick. “Because there was property in India, we had to jump through a lot of hoops. They require just a lot of stuff that the U.S. regulatory services don’t require.” For instance, Indian law mandates extensive government approval of real estate transactions (Spike’s Indian subsidiary owns a building in Bangalore) and corporate governance changes. Ku said he spent many late nights in the office waiting for conference calls with two Indian firms. He said the schedule worked well for a busy associate. “I always had work to do until then.” Fellow Palo Alto associate Paul Gibson also worked on the deal. Gray Cary Ware & Freidenrich partner Jeffrey Baglio represented Qualcomm in the deal. He said the deal went smoothly for his client, with its long-distance nature providing the only major challenge. “At the end of the day, it was really just the mechanics of getting things done under [India's] regulatory requirements,” he said. Baglio said the Spike deal is emblematic of the growing trend of U.S. companies outsourcing engineering — as opposed to just manufacturing — to other countries. “There’s a lot of engineering talent in India, and my client is a very savvy engineering firm,” he said. “They just acquired a firm with a lot of engineering talent.” The overseas regulatory and real estate work for Spike was done by the Indian firm AZD Partners, while Thakker & Thakker represented Qualcomm in India. — Justin Scheck

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