SUPERIOR COURT OF THESTATE OF CALIFORNIA COUNTY OF SANTA CLARA (UNLIMITED JURISDICTION)

Exhibit 2.4

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

(UNLIMITED JURISDICTION)

WHEREAS, Plaintiff SYNOPSYS, INC. (“Synopsys”) has filed this action against Defendants AN-CHANG DENG, SANG WANG, JEH-FU TUAN, WALTER CHAN, IOURI FEINBERG, ANDREI TCHERNIAEV and NASSDA CORPORATION (the “Defendants”) (Synopsys and the Defendants being collectively referred to hereinafter as the “Parties”); and

WHEREAS, Synopsys and Nassda Corporation have entered into an Agreement of Merger dated as of November 30, 2004 (the “Merger Agreement”) which contemplates the settlement of this litigation, but the finality of the settlement will depend upon the satisfaction of certain conditions set forth in the Merger Agreement; and

WHEREAS, the Parties wish to avoid the burden and expense on the Parties and the Court associated with litigating the claims in this case during the time that the Merger Agreement remains in effect; and

WHEREAS, the Court previously entered an Order Vacating Trial Date and Temporarily Staying All Trial Proceedings Pending Final Determination of Pending Writ Proceedings (“the Stay Order”);

IT IS HEREBY STIPULATED AND AGREED, by and between Synopsys and the Defendants, and each of them, as follows:

1.             The Parties will jointly submit to the Court of Appeal a joint motion to stay all proceedings, including any additional briefing, in the pending writ proceedings, entitled Deng, et al. v. Super. Ct. (Synopsys), No. H027778, and Tuan v. Super. Ct. (Synopsys), No. H027774.

2.             The stay of all proceedings in this Court as described in the Stay Order shall remain in effect (with the exception of paragraph 8 of the Stay Order, which provides that the order is without prejudice of any party to seek a modification or termination of the stay period by noticed motion), during the entire period the Merger Agreement is in effect.

3.             The “stay period” described in the Stay Order shall continue, under the terms set forth in the Stay Order (with the exception of paragraph 8), during the entire period the Merger Agreement is in effect.

4.             As long as the Merger Agreement is in effect, the Parties will not seek a modification or termination of the stay of proceedings in this Court by noticed motion or otherwise.  This

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paragraph supersedes and extinguishes paragraph 8 of the Stay Order.

5.             This Stipulation and the agreements contained herein, and the Stay Order and the agreements contained therein, shall not be admissible for any purpose during trial.

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