AMENDMENT 141



 


		
	 	
    Any text removed pursuant to the
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    and 

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





Exhibit 4(a).3




Amendment 141



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




and




Dassault Systemes, S.A.




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 to address specific requirements from
[***] as
well as add a SmarTeam product 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 Definitions




The following shall be added to the Section of
the Agreement entitled “Definitions.”




[***] “shall mean any legal foreign or domestic entity (such as a
corporation [***] owns by more than fifty percent (50%), and those
legal entities owned by twenty-five percent (25%) or greater, as
identified in Attachment A to Amendment 141.




[***]  “are the programs listed in
section C.17.1, that can only be
licensed as provided for in Amendment 141, as may be
further amended.




2.0 Licenses




The following is added as Article (U) to the
License Section




“U. In addition to the other rights and
licenses granted herein, IBM and its Licensed Subsidiaries may
sublicense
the [***] for
internal use
by [***]




3.0 Add a new Section C. 17 Ford Motor
Company Program




C.17.1 Add the following as Table D of
Attachment XXIII




D) [* * *]



 
IBM


 
PROGRAM


 
NUMBER                    PRODUCT
NAME


 
5799-H16                    CATIA-VS
Format Import/Export



C.17.2 OWNER will license and
distribute [***] only
in object code form to IBM.



C.17.3 The [***] listed
in C.17.1 will be announced on a PRPQ basis available only [***]
and sublicensed on a TLC basis.  In consideration for the
customized software product development required from OWNER to







 

		
	 	
    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).3





meet [***] requirements, and the limited
marketing and distribution by IBM of the [***] licensed
Programs, IBM shall pay to OWNER a royalty of 75% of the revenue
received from [***] or the sublicense of these programs.




C.17.4 The royalty set forth in C.17.3 is
for up to a total [***]




C.17.5 If LUM control is not provided for
these products, it is understood by the parties that until such
controls are implemented, IBM’s obligation with respect to
licensing these products will be to use commercially reasonable
means to determine the number of licenses in use and IBM will
have royalty obligation only for those sublicenses specifically
granted.




C.17.6 The [***] shall be subject to the CATIA
V5 terms of the 1996 Agreement, except the terms of the 1996
Agreement regarding the following shall not apply:




	
	
    a) Royalties for Academic Use, and
    Authorized CATIA Education Provider
    
	
    b) Product specific development councils
    
	
    c) Try and Buy
    
	
    d) Revenue-based discounting.
    





The parties agree that the [***] are licensed
to IBM for 5 years and that licensing beyond this
5 year term is subject to the appropriate license agreement
between OWNER and the third party that supplies the main
component




4.0 Due to [** needs, OWNER commits to
deliver these products to IBM not later than December 19, 2002.




5.0 DS has informed IBM that the [***]
contains third party code licensed to DS pursuant to an
agreement between DS and [***] In the event of termination
of the agreement between DS and [***] prior to termination
or expiration of the IBM agreement with [***] IBM and DS
agree to cooperatively work together to find an alternate
solution, if possible, that limits or avoids any resulting
liability to the parties.




6.0 SmarTeam Products




	
	
    a) Add the following to Attachment XXV -
    SmarTeam Products
    





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		ADD-ON		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT		PRODUCT
	 	 	 	 	 	 	
     
	5799-C95	 	 	
    SMARTEAM SWI
    	 	
    [***]
    





	
	
    b) This Licensed Program will be announced
    as available on a PRPQ basis. Due to OWNER sales channel
    management requirements with Solidworks Inc., an OWNER
    Subsidiary, IBM agrees that it shall review all sales
    opportunities with OWNER, and obtain OWNER approval, prior to
    submitting a proposal or price quote to an end user customer for
    sales of this PRPQ. IBM and OWNER shall separately define and
    mutually agree, in writing, on the decision criteria against
    which the IBM request will be evaluated, the review and approval
    process, and coordinators required to implement the foregoing
    agreement. IBM shall use commercially reasonable means to comply
    with its foregoing obligation to obtain OWNER approval
    
	
    c) Sections C.10.8 - Royalties for
    Academic Use, and C.10.9 - Authorized CATIA Education Provider,
    shall apply only on a special bid basis. The terms of the
    Agreement regarding try and buy shall not apply.
    
	
    d) The parties recognize that there
    currently no installation control keys in 5799-C95 and therefore
    the terms of Section C.13.3.6, added by Amendment 140, shall
    apply.
    





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).







 


		
	 	
    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).3




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 Vice President	 	Title: Manager, PLM Product Mgmt. & Support
	 
	Date: 	Feb 14th, 2003	 	Date: 	April 10, 2003








 


		
	 	
    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).3



[***]