<PAGE>
                                                                   Exhibit 10.12


            AGILENT HFSS TECHNOLOGY LICENSE AND TRANSITION AGREEMENT


This Agreement is effective as of the 1st day of May, 2001 ("Effective Date"),
and is by and between Agilent Technologies, Inc., a Delaware corporation having
a place of business at 1400 Fountaingrove Parkway, Santa Rosa, CA, 95403,
("Agilent") and Ansoft Corporation, a Delaware corporation having a place of
business at Four Station Square, Commerce Court, Suite 200, Pittsburgh, PA,
15219, ("Ansoft").

Whereas Ansoft desires to enhance its market position in the High Frequency
Structure Simulator ("HFSS") software business;

Whereas Agilent is willing to license its HFSS software to Ansoft, to transfer
customer obligations for products containing Agilent HFSS software to Ansoft and
to assign to Ansoft all rights it may own in the www.hfss.com domain name (the
"Domain Name"); and

Whereas Ansoft desires to license HFSS technology from Agilent and is willing to
accept the transfer from Agilent;

Now, therefore, and in consideration of the mutual promises herein, the parties
agree as follows:


1       TRANSITION OF CUSTOMER OBLIGATIONS

Ansoft shall assume all customer obligations described in the HFSS Customer
Transition Plan (attached hereto as Exhibit A), according to the schedules set
forth therein.

2       LICENSES AND RESTRICTIONS

        2.1     "Agilent HFSS Software Products" means the high frequency
                structure simulator software programs designed and developed by
                Agilent. This term is meant to include unique source, object,
                and executable code owned by Agilent as well as Agilent original
                works of authorship. Such software and works of authorship are
                limited to those items set forth in Exhibit B, attached hereto
                (entitled "Elements comprising the HFSS Software and the HFSS
                Documentation"). This term does NOT include any software
                provided by third parties, including for example, third party
                software imbedded in the Agilent HFSS products. Such third party
                software includes but is not limited to the list of applications
                set forth in Exhibit C, attached hereto (entitled "Suppliers of
                third-party software imbedded in or used to create the HFSS
                Software").

        2.2     "Ansoft HFSS Software" means the high frequency structure
                simulator software programs licensed and distributed by Ansoft
                including the current version as well as all past and future
                versions and their derivatives. It also includes executable code
                owned by Ansoft as well as any code provided by third parties
                (including code obtained from Agilent HFSS software), that is or
                later becomes embedded in the Ansoft HFSS products.

        2.3     "Ansoft HFSS Documentation" means user documentation associated
                with the Ansoft HFSS Software including, but not limited to user
                manuals, support documentation, and application notes.


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 1 of 19
<PAGE>

        2.4     Agilent grants to Ansoft a paid-up worldwide, non-transferable,
                non-exclusive (except as set forth below), perpetual license to
                use, make, have made, reproduce, and modify any and all of its
                intellectual property contained in the Agilent HFSS Software
                Products, including that embodied in the source, executable, or
                object code (collectively " Agilent HFSS Software") and in all
                Agilent documentation directly pertaining to the Agilent HFSS
                Software, including user guides and support documentation
                (collectively "Agilent HFSS Documentation"). The elements
                comprising the Agilent HFSS Software and the Agilent HFSS
                Documentation are set out in Exhibit B.

        2.5     Provided Agilent purchases annual licenses including support,
                Ansoft grants to Agilent paid-up worldwide, non-transferable,
                non-exclusive, annual licenses to use, internal to Agilent and
                to any of its affiliates or subsidiaries, current versions of
                the Ansoft HFSS Software and Ansoft HFSS Documentation. Agilent
                shall be entitled to a maximum of 60 licenses (as such licenses
                are described in Exhibit D attached hereto, entitled "Ansoft
                Licenses"), and Agilent must purchase appropriate annual
                licenses including support (at a price equal to fifteen percent
                (15%) of Ansoft's then-current published list price for such
                licenses) for each license it requests.

        2.6     For a period of three (3) years from the Effective Date, Agilent
                may elect to convert the annual licenses to perpetual licenses
                at a price equal to three (3) times the annual license fee less
                any annual license fees previously paid to Ansoft. Upon
                conversion, the perpetual licenses shall include, at no
                additional charge, maintenance and support for the period ending
                three years from the Effective Date. Subsequent annual support
                contracts shall be consistent with Ansoft's then-current
                published list price for such support contracts.

        2.7     All suppliers of third-party software imbedded in or used to
                create the Agilent HFSS Software are set forth in Exhibit C.
                AGILENT IS NOT ASSIGNING TO ANSOFT ANY OF ITS LICENSES WITH ANY
                OF SAID SUPPLIERS, AND AGILENT MAKES NO REPRESENTATION AS TO
                WHICH OF THESE, IF ANY, ANSOFT REQUIRE A LICENSE FROM IN ORDER
                TO PERFORM ITS OBLIGATIONS HEREUNDER. It is solely Ansoft's duty
                and responsibility, to determine what licenses, if any, it may
                require, and to obtain and pay for said licenses.

        2.8     For a period starting June 15, 2001, and ending three (3) years
                from the Effective Date, neither Agilent nor any of its
                affiliates or subsidiaries shall market, sell or license the
                Agilent HFSS Software or the Agilent HFSS Documentation, or any
                other standalone finite element simulation software, to any
                existing, or potential end users of such software, except upon
                the prior written consent of Ansoft. During this same period,
                Agilent may incorporate, in whole or in part, Agilent owned
                technology from the Agilent HFSS Software, and the associated
                finite element simulation capability, into other Agilent
                software products without restriction, provided it is not
                offered separately as a general purpose three-dimensional
                electromagnetic simulation tool.

        2.9     For the period starting from the Effective Date, and ending
                three (3) years from the Effective Date, neither Agilent, nor
                any of its affiliates or subsidiaries shall market, sell or
                license the Agilent owned source code or other finite element
                simulation technology, contained in the Agilent HFSS Software,
                or the Agilent HFSS Documentation, to the third parties named in
                Exhibit E attached hereto (entitled


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 2 of 19
<PAGE>

                "Third -Party Technology Restriction List"), except upon the
                prior written consent of Ansoft.

        2.10    The restrictions of sections 2.8 and 2.9 shall be removed upon
                Agilent's return of, or refusal of, the $1,850,000 payment from
                Ansoft, at any time subsequent to 18 months after the Effective
                Date.

        2.11    The restrictions of sections 2.8 and 2.9 shall also be removed
                should Ansoft, and legal successors fail to continue to offer a
                standalone, finite element simulation tool. Such restrictions
                shall also be removed if Ansoft and its legal successors fail to
                provide the necessary licenses and information to allow Agilent
                to effectively link it's other electronic design automation
                tools to such finite element simulation tool.

        2.12    Sections 2.8 through 2.11 shall not in any way prohibit Agilent
                from selling, or negotiating the potential sale of Agilent's
                Electronic Design Automation business, in whole, or in part, to
                any third party, at any time. In the event that a sale occurs
                during the three (3) year period, and such sale includes Agilent
                HFSS Software or Agilent HFSS Documentation, the purchaser shall
                take subject to all of the terms, rights, and restrictions of
                sections 2.8 through 2.11. The terms of this agreement may be
                disclosed to prospective third parties, without Ansoft's
                permission, to the extent necessary to provide appropriate
                disclosures and to assure compliance with this section.

        2.13    Ansoft will receive seventy-five (75) percent of the after tax
                revenue for any orders for Agilent HFSS Software and Agilent
                HFSS Software support contracts received by Agilent during the
                period between the Effective Date and June 15, 2001. Agilent
                will remit payment to Ansoft, on July 31, 2001.

        2.14    For a period starting June 15, 2001, and ending seven (7) years
                from the Effective Date, neither Agilent nor any of its
                affiliates or subsidiaries shall market the HFSS name in any
                form whatsoever, except in referring to Ansoft's HFSS software.


3       Assignment of Domain Names
        Concurrently with the execution of this Agreement, Agilent hereby
        assigns to Ansoft all of Agilent's right, title and interest in and to
        the Domain Name. Agilent will takes such steps as may be necessary,
        appropriate or convenient in order to record and effectuate such
        assignment, including, without limitation, making such filings with
        Network Solutions, Inc. as may be requested by Ansoft.

4       Compensation to Agilent

        4.1     On the Effective Date, Ansoft shall pay Agilent $6,000,000.00,
                and on October 31, 2002, Ansoft shall pay Agilent an additional
                $1,850,000 in full consideration for the promises made and the
                licenses granted herein, and for the transfer and assumption of
                all relevant customer support.

        4.2     Said payments shall be made payable to Agilent Technologies,
                Inc. and remitted to Vince Barich MS 52U-63, Agilent
                Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, CA
                95051-7295.


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 3 of 19
<PAGE>

5       INDEMNIFICATION

        5.1     Agilent shall defend and indemnify Ansoft and hold it harmless
                from any and all losses, damages, costs and out-of-pocket
                expenses, including reasonable attorneys' fees, incurred by
                Ansoft that result from any claim, lawsuit, proceeding, or other
                action, whether legal or equitable, by a third party alleging
                that the unmodified Agilent HFSS Software Products or the Domain
                Name infringes any copyright, trade secret, patent, or other
                intellectual property right, anywhere in the world. Counsel
                provided by Agilent to represent Ansoft shall be mutually
                acceptable to both parties. Ansoft may participate in any such
                claim at its own expense.

        5.2     Agilent shall have no obligation under Section 5.1:

                5.2.1   If Ansoft does not: (i) notify Agilent in writing of any
                        such claim within 30 days of Ansoft's receipt of such
                        claim, (ii) allow Agilent to assume sole control of the
                        defense and any settlement negotiations related to such
                        claim, or (iii) cooperate with Agilent, at Agilent's
                        expense, in the defense and settlement of such claim, or

                5.2.2   For any HFSS Software or portions or components thereof:
                        (i) that are not supplied by Agilent, (ii) that are
                        modified by a party other than Agilent, if the alleged
                        infringement relates to such modification, (iii) that
                        are combined with other products, processes or materials
                        where the alleged infringement relates to such
                        combination, (iv) that are used in a way prohibited by
                        Specifications or related application notes, or (v) to
                        the extent Ansoft continues allegedly infringing
                        activity after being notified thereof and of
                        modifications that would have avoided the alleged
                        infringement without significant loss of performance,
                        compatibility or functionality, provided that such
                        modifications are provided by Agilent to Ansoft at no
                        expense to Ansoft.

        5.3     Agilent's obligations under Section 4.1 and 4.2 above describe
                Ansoft's sole and exclusive remedy against Agilent for a third
                party claim that the Agilent HFSS Software Products, the HFSS
                Documentation or the Domain Name infringes or misappropriates a
                third party's intellectual property rights.

        5.4     Ansoft shall defend and indemnify Agilent and hold it harmless
                from any and all losses, damages, costs, and out of pocket
                expenses, including reasonable attorneys' fees, incurred by
                Agilent that result from any claim, lawsuit, proceeding, or
                other action arising on or after the Effective Date, whether
                legal or equitable, brought by a third party alleging that the
                Ansoft HFSS Software, whether or not modified, infringes any
                copyright, trade secret, patent, or other intellectual property
                right, anywhere in the world. Counsel provided by Ansoft to
                represent Agilent shall be mutually acceptable to both parties.

        5.5     Ansoft shall have no obligation under Section 5.4:

                5.5.1   If Agilent does not: (i) notify Ansoft in writing of any
                        such claim within 30 days of Agilent's receipt of such
                        claim, (ii) allow Ansoft to assume


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 4 of 19
<PAGE>

                        sole control of the defense and any settlement
                        negotiations related to such claim, or (iii) cooperate
                        with Ansoft, at Ansoft's expense, in the defense and
                        settlement of such claim, or

                5.5.2   For any Ansoft HFSS Software or portions or components
                        thereof: (i) that are not supplied to Agilent by or on
                        behalf of Ansoft, (ii) that are modified by or on behalf
                        of an entity other than Ansoft, if the alleged
                        infringement relates to such modification, (iii) that
                        are combined with other products, processes or materials
                        where the alleged infringement relates to such
                        combination, (iv) that are used in a way prohibited by
                        Specifications or related application notes, or (v) to
                        the extent Agilent continues allegedly infringing
                        activity after being notified thereof and of
                        modifications that would have avoided the alleged
                        infringement without significant loss of performance,
                        compatibility or functionality provided that such
                        modifications are provided by Ansoft to Agilent at no
                        expense to Agilent..

        5.6     Ansoft shall further indemnify and defend Agilent and hold it
                harmless from any and all third party claims, actions, damages,
                liabilities, costs and expenses, including reasonable attorneys'
                fees and expenses, arising out of or relating in any way to
                Ansoft's obligations set out in Exhibit "A", including the
                performance or non-performance thereof.

        5.7     This Section 4 states the entire liability of each party to the
                other for claims of intellectual property infringement.

6       CONFIDENTIALITY

        6.1     The terms of this Agreement are confidential and each party
                shall use the same degree of care to prevent disclosure of the
                terms of this Agreement to third parties as it uses to protect
                its own confidential information of similar nature. In no event
                will this obligation of confidentiality preclude any disclosure
                required by law or by a regulatory authority, provided that
                prior to making any such disclosure of the terms of this
                Agreement a party shall promptly consult in advance with the
                other party and shall use all commercially reasonable efforts to
                obtain written assurance that confidential treatment will be
                accorded to such information. Notwithstanding, either party may
                disclose terms of this agreement upon receipt of and under
                conditions provided in an authorized letter from the other
                party.

        6.2     The source code versions of the Agilent HFSS Software and all
                other information and documentation so designated that are
                produced or disclosed to Ansoft pursuant to this Agreement are
                confidential, and Ansoft shall protect them by using the same
                degree of care, but no less than a reasonable degree of care, to
                prevent any unauthorized use, dissemination, or publication as
                Ansoft uses to protect its own confidential information of a
                like nature.

        6.3     Except for the confidential information specifically referred to
                in this Agreement or its Exhibits (including Sections 5.1 and
                5.2 above), neither party desires additional confidential
                information of the other. However, each party provide the other
                such non-confidential information as may, from time to time,
                become necessary to implement this Agreement and its purposes.


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 5 of 19
<PAGE>

7       LIMITATION OF LIABILITY


        7.1     agilent makes no representation or warranty regarding the
                accuracy or completeness of the Agilent HFSS Software, Agilent
                HFSS Documentation, customer list or any other technology and
                information disclosed to Ansoft under this Agreement. ALL
                LICENSES FROM AND DISCLOSURES BY AGILENT ARE PROVIDED ON AN "AS
                IS" BASIS. Agilent is not obligated to correct, update, upgrade
                or revise in any way, any of the Agilent HFSS Software or
                Agilent HFSS Documentation.

        7.2     AGILENT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING
                BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
                FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AGILENT
                FURTHER DISCLAIMS ANY WARRANTY THAT THE HFSS SOFTWARE WILL WORK,
                BE FREE FROM PROGRAM ERRORS, OR SUCCEED IN PERFORMING ANY TASK
                OR RESOLVING ANY PROBLEM.

        7.3     ANSOFT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING
                BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
                FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANSOFT
                FURTHER DISCLAIMS ANY WARRANTY THAT THE ANSOFT HFSS SOFTWARE OR
                ANSOFT HFSS DOCUMENTATION WILL WORK, BE FREE FROM PROGRAM
                ERRORS, OR SUCCEED IN PERFORMING ANY TASK OR RESOLVING ANY
                PROBLEM.

        7.4     TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY
                PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE
                LIABLE TO THE OTHER FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF
                THE OTHER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING
                OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF
                THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF
                WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR
                ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF
                SUCH DAMAGES.

        7.5     NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE,
                EXCEPT FOR BODILY INJURY OR DAMAGES CAUSED BY EITHER PARTY'S
                GROSS NEGLIGENCE OR WILFULL MISCONDUCT, , NEITHER PARTY SHALL BE
                LIABLE TO THE OTHER, IN THE CASE OF ANSOFT FOR AN AMOUNT IN
                EXCESS OF $1,000,000.00 AND IN THE CASE OF AGILENT
                $3,000,000.00.


8       COPYRIGHT NOTICES

        8.1     Object Code. Ansoft shall assure that all object code
                distributed by it or on its behalf will include the following
                Copyright Notice, if applicable:


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 6 of 19
<PAGE>

                8.1.1   This software incorporates code owned by Agilent
                        Technologies, Inc.

                8.1.2   Copyright ((C))Agilent Technologies, Inc 1977-2000.

        8.2     The Copyright Notice included with all distributed object code:

                8.2.1   Shall be affixed in a prominent location on the media,
                        in the Documentation on the media packaging, and in a
                        readable file in the object code; and

                8.2.2   Shall appear on at least one display screen for at least
                        two seconds during execution of the object code.

        8.3     Source Code. Ansoft shall assure that all Source Code has the
                following legend, if applicable, affixed to it in a prominent
                location on the media, and in a readable file in the code:

                8.3.1   This software incorporates code owned by Agilent
                        Technologies, Inc.
                        8.3.1.1 Copyright ((C))Agilent Technologies, Inc
                                1977-2000.


9       NON-SOLICITATION

During the term of this Agreement and for a period of six months after the
Effective Date, neither party shall solicit or employ any personnel of the other
without prior written consent from the current employer.

10      DUE DILIGENCE

Information with regard to Agilent's software product sales revenue and the
number of supported Agilent HFSS Software licenses was provided by Agilent to
Ansoft in the thirty (30) day period prior to the Effective Date. If an error of
more than ten (10) percent, in either of these totals, is discovered and
reported in writing, by either party within sixty (60) days of the Effective
Date, Agilent and Ansoft agree to negotiate in good faith, reasonable and
appropriate adjustments to the terms of this agreement. Such adjustments shall
be consistent with the nature and magnitude of the error reported.

11      MISCELLANEOUS

        11.1    This Agreement (including any attached exhibits) constitutes the
                entire agreement between the parties relating to the subject
                matter hereof, and supersedes all prior proposals, agreements,
                representations and other communications between the parties
                with respect to the same.

        11.2    No change in the provisions of this Agreement shall be valid
                unless in writing and signed by both parties.

        11.3    Neither party shall assign this Agreement to any party at any
                time without the written consent of the other party. Any
                purported assignment without the consent of the other party
                shall be void.


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 7 of 19
<PAGE>

        11.4    This Agreement is binding upon and shall inure to the benefit of
                the legal successors and assigns of the parties.

        11.5    The failure or delay of either party in exercising any of its
                rights hereunder, including any rights with respect to a breach
                or default by the other party, shall in no way operate as a
                waiver of such rights or prevent the assertion of such rights
                with respect to any later breach or default by the other party.

        11.6    If any term or other provision of this Agreement is invalid,
                illegal or incapable of being enforced by any rule of law or
                public policy, all other conditions and provisions of this
                Agreement shall nevertheless remain in full force and effect so
                long as the economic or legal substance of the transactions
                contemplated hereby is not affected in any manner materially
                adverse to any party. Upon such determination that any term or
                other provision is invalid, illegal or incapable of being
                enforced, the parties hereto shall negotiate in good faith to
                modify this Agreement so as to effect the original intent of the
                parties as closely as possible in an acceptable manner to the
                end that the transactions contemplated hereby are fulfilled to
                the fullest extent possible.

        11.7    Nothing contained in this Agreement shall be deemed to grant,
                either directly or by implication, estoppel, or otherwise, any
                licenses under patents or other intellectual property rights
                other than as specifically provided in this Agreement. In
                particular, nothing in this Agreement shall be read to license
                the design patents, copyrights, mask works, trademarks, trade
                names, trade dress or trade secrets (or other confidential
                information) of either party to the other party.

        11.8    The headings used in this Agreement are for reference and
                convenience only and shall not be used in interpreting the
                provisions of this Agreement.

        11.9    The parties agree that this Agreement shall be governed by and
                construed in accordance with the internal substantive laws of
                the Commonwealth of Pennsylvania, without regard to its choice
                of law provisions.

        11.10   The parties shall jointly plan and coordinate any publicity
                regarding the subject matter of this Agreement. Except as
                required by law or court order, or as reasonably needed in
                connection with a financial transaction, neither party shall
                publicize or disclose the terms of this Agreement nor any of the
                plans and strategies contained in Exhibit A without the prior
                written approval of the other party.

        11.11   This Agreement shall not confer any rights or remedies upon any
                Person other than the Parties and their respective successors
                and permitted assigns.

        11.12   No Party shall issue any press release or public announcement
                relating to the subject matter of this Agreement prior to the
                Closing without the prior written approval of the other Party;
                provided, however, that any Party may make any public disclosure
                it believes in good faith is required by applicable law or any
                listing or trading agreement concerning its publicly-traded
                securities (in which case the disclosing Party will use its
                reasonable commercial efforts to advise the other Party prior to
                making the disclosure.)


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 8 of 19
<PAGE>

        11.13   The Parties have participated jointly in the negotiation and
                drafting of this Agreement. In the event an ambiguity or
                question of intent or interpretation arises, this Agreement
                shall be construed as if drafted jointly by the Parties and no
                presumption or burden of proof shall arise favoring or
                disfavoring any Party by virtue of the authorship of any of the
                provisions of this Agreement. Any reference to any federal,
                state, local, or foreign statute or law shall be deemed also to
                refer to all rules and regulations promulgated thereunder,
                unless the context requires otherwise. 11.14 The Exhibits and
                Schedules identified in this Agreement are incorporated herein
                by reference and made a part hereof.

        11.15   Nothing contained herein shall be construed as creating any
                agency, employment relationship, partnership, principal-agent,
                joint venture, or other form of joint enterprise between the
                parties. Further, nothing contained herein shall confer on
                either party the right to act for or bind the other in any
                regard.

        11.16   Each of the undersigned represents and warrants that she/he has
                read and understands this Agreement, that it accurately and
                completely represents the intention of the parties, and that
                she/he has the actual authority to sign this agreement on behalf
                of entity for which she/he purports to act.

        11.17   This Agreement may be executed in one or more counterparts, each
                of which shall be deemed an original, but all of which together
                will constitute one and the same instrument.

        11.18   All notices, requests, demands, claims, and other communications
                hereunder will be in writing. Any notice, request, demand,
                claim, or other communication hereunder shall be deemed duly
                given if (and then two business days after) it is sent by
                registered or certified mail, return receipt requested, postage
                prepaid, and addressed to the intended recipient as set forth
                below:

                To Agilent:
                    Agilent Technologies, Inc.
                    Agilent Comms EDA
                    1400 Fountaingrove Parkway
                    Santa Rosa, CA  95403
                    Attn: Brian Buchanan  MS: 2US-B

                To Ansoft:
                    Ansoft Corporation
                    Four Station Square
                    Commerce Court, Suite 600
                    Pittsburgh, PA, 15219
                    Attn: Tony Ryan

Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient, as
established by an oral or written acknowledgement by the recipient, by hand
receipt from the courier, or otherwise. Any Party may change the address to
which notices, requests, demands, claims, and other


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 9 of 19
<PAGE>

communications hereunder are to be delivered by giving the other Party notice in
the manner herein set forth.



    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 10 of 19
<PAGE>


    In Witness whereof, this Agreement is executed by a duly authorized
    representative of each party on the dates shown.

           AGILENT TECHNOLOGIES, INC.              ANSOFT CORPORATION

           -----------------------------           -----------------------------
           (Signature)                             (Signature)

           -----------------------------           -----------------------------
           (Typed or Printed Name)                 (Typed or Printed Name)

           -----------------------------           -----------------------------
           (Title)                                 (Title)



<TABLE>
<CAPTION>
Exhibit List:
-------------
<S>        <C>
Exhibit A: HFSS Customer Transition Plan
Exhibit B: Elements comprising the HFSS Software and the HFSS Documentation
Exhibit C: Suppliers of third-party software imbedded in or used to create the HFSS Software
Exhibit D: Ansoft Licenses
Exhibit E: Third Party Technology Restrictions
</TABLE>


--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information                         July 24, 2003
Page 11 of 19