AMENDMENT 143



 


		
	 	
    Any text removed pursuant to the
    Company’s confidential treatment 

     request has been separately submitted with the U.S. Securities
    and 

     Exchange Commission and is marked [***] herein.





Exhibit 4(a).5




Amendment 143



to the




Amended and Restated License
Agreement




for the Use and Marketing of Programming
Materials

dated May 31, 1996 (the “1996 Agreement”)




between




International Business Machines Corporation
(IBM)




and




Dassault Systemes, S.A. (OWNER)




This Amendment (“Amendment”) is entered
into by and between International Business Machines Corporation
(“IBM”), incorporated under the laws of the State of
New York and Dassault Systemes, S.A. (“OWNER”), a
French société anonyme.




Whereas, OWNER is the owner of 3D/2D Computer
Aided Design/Computer Aided Manufacturing/Computer Aided
Engineering/Product Integrated Management software programs
marketed under various trademarks.




Whereas, the parties wish to add new products to
the Agreement.




Whereas, the parties wish to amend the 1996
Agreement for the purposes of making the changes associated with
the foregoing.




Now therefore, the parties agree as follows:




1.0     The
following products are added to Table A. of
Attachment XXIII:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		ADD-ON		SHAREABLE
	NUMBER		PRODUCT NAME		CONFIGURATION		PRODUCT		PRODUCT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-FM1	 	 	
    CATIA-FUNCTIONAL MOLDED
 PARTS 1 PRODUCT
    	 	 	 	 	 	 	[***]	 	 	 	 	 
	5693-FM1	 	 	
    CATIA-FUNCTIONAL MOLDED
 PARTS 1 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-DL1	 	 	
    CATIA-DEVELOPED SHAPES 1
 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-DL1	 	 	
    CATIA-DEVELOPED SHAPES 1
 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-CNA	 	 	
    CATIA-COMPARTMENT & ACCESS 2
 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-CNA	 	 	
    CATIA-COMPARTMENT & ACCESS 2
 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-SDD	 	 	
    CATIA-SHIP STRUCTURE DETAIL
 DESIGN 2 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-SDD	 	 	
    CATIA-SHIP STRUCTURE DETAIL
 DESIGN 2 PRODUCT
    	 	 	 	 	 	 	 	 	 	 	 	 









 



Any text removed pursuant to the Company’s confidential treatment

request has been separately submitted with the U.S. Securities and

Exchange Commission and is marked [***] herein.




Exhibit 4(a).5




2.0 Add the following to Table C. V4 to V5 Migration Paths and Royalty Upgrade Charges - US Royalty Table of Attachment XXIII:




	 	 	 	 	 	 	 
	
	(IBM		(IBM		W/S to W/S
	PROGRAM		PROGRAM		UPGRADE
	NUMBER)		NUMBER)		ROYALTY
	 
	From V4 Products
5626-DEV
    
    	 	
    To V5 Products

5691-DL1	 	 	[***]





3.0 The following changes are made to previously announced products: (a) the migrations from 5626-SUR to 5693-GSD
and to 5691-GSD are changed so that the migrations are now to
5693-GSD+FS1 and 5691-GSD+FS1, with no change in royalties; and (b)
for the migrations from 5626-ELW to 5693-EHI and 5691-EHI the
royalty for each is changed to [***]



4.0 Web-based Learning Solutions



Add the following to Table E on Attachment XXIII:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
													
	 		 		PLC Related
Royalty
	IBM		 		

	Program		Product		Std.		Add-on		Shareable		Enterprise
	Number		Name		Config.		Product		Product		Option
	 
	
    
    5691-SUC

    	 	
    SMARTEAM User Companion

Configuration	 	[***]	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5795-SUC

    	 	
    SMARTEAM User Companion

Configuration	 	 	 	 	 	 	 	 	 	 	 	 	[***]	 






5.0. Add the following 3dcom Navigator
Solutions to Table C of Attachment XXIV:




	 	 	 	 	 	 	 	 	 	 	 
					
	 				PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT
	 
	
    
    5691-I3C
    

    	 	
    ENOVIA - 3DCOM Instant Collaboration

    Product
    	 	 	N/A	 	 	 	[***]	 





6.0 Changes and Corrections in Royalties




a) The royalty listed in Amendment 140
for 5691-SFA SMARTEAM - FDA Compliance
Configuration, was incorrectly stated as [***] The parties agree
that the correct royalty is [***]

b) Amendment 142 added the 5691-CUR
Upgrade from 5691-REV. Following announcement of this upgrade,
there has been a change to the royalty amount set forth in
amendment 142. The royalty is changed from [***]




7.0 SmarTeam Customer Conversion




The following is added as C.13.3.11 under
Section C.13 - SmarTeam Products:




C.13.3.11 In 2002, the parties agreed to
implement a program to support migration of certain ST direct
customers in the United States and Canada from ST to IBM license
agreements. This activity was a continuation of a migration that
began following the OWNER acquisition of ST and the addition of
the ST products to the 1996 Agreement.




[***] the parties have agreed to the following:






		
	 	
    a) for those potential new direct ST customers
engaged in discussions with ST or its non-IBM channel as of
November 1, 2002, and as identified in Exhibit A to
this Amendment 143, IBM will pay OWNER added royalties







 







 

		
	 	
    Any text removed pursuant to the Company’s confidential
    treatment
 request has been separately submitted with the U.S.
    Securities and
 Exchange Commission and is marked [***] herein.




Exhibit 4(a).5

		
	 	equal to [***] received by IBM from November 1, 2002 through
October 31, 2003,
	 
	 	(b) for existing ST customers, IBM will
pay OWNER added royalties
of [***]
received by IBM
for the first twelve (12) months following customer conversion, [***],
provided that the RLC begins prior to November 1, 2003.





IBM shall pay OWNER amounts due pursuant to the
above on a quarterly basis beginning the earlier of
(1) when there is an aggregate amount due OWNER of [***],
or (2) the October 2003 royalty payment cycle. After the
initial payment, amounts due shall be paid within sixty
(60) days following the close of a calendar quarter. All
payments shall be made by adjustment to royalties due OWNER.



Other than the changes indicated above, it is
understood that all other terms of the 1996 Agreement including
all Attachments and Exhibits thereto remain in full force and
effect.



If any provision of this Amendment or the 1996
Agreement (as amended) shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby, and such provision shall be deemed to be restated to
reflect the original intentions of IBM and OWNER as nearly as
possible in accordance with applicable law(s).



The parties agree that any reproduction of this
Amendment by reliable means (such as facsimile or photocopy) will
be considered an original of this Amendment.





	Agreed to:
Dassault Systemes, S.A.	 	Agreed to:
International Business Machines Corporation
	 
	By: 	/s/ THIBAULT DE TERSANT	 	By: 	/s/ R. A. ARCO
	Authorized Signature	 	Authorized Signature
	 
	Name: Thibault de Tersant	 	Name: R. A. Arco
	 
	Title: Chief Financial Officer and Executive VP	 	Title: Manager, PLM Product Mgmt. & Support
	 
	Date: 	Nov 25, 2003	 	Date: 	2/2/04





 






 

\		
	 	
    Any text removed pursuant to the
    Company’s confidential treatment 

     request has been separately submitted with the U.S. Securities
    and 

     Exchange Commission and is marked [***] herein.




 



Exhibit 4(a).5





Exhibit A



	 	 	 
	
    
    [***]