AMENDMENT 140



 




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).2




Amendment 140



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 1996 Agreement, provide for the announcement of SmarTeam
Products as licensed program products, and update certain terms
and conditions.




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 	
    CATIA V4 to SmarTeam Integration





		
	a) 	
    The following product is added to Section H
    of Amendment 106:
    





	 	 	 	 	 	 	 	 	 
	IBM				PLC
	PROGRAM				RELATED
	NUMBER		PRODUCT NAME		ROYALTY
	 				 
	5799-HO9	 	 	
    CATIAV4 - SMARTEAM INTEGRATION
    	 	 	[***]	 





		
	b) 	
    The CATIA V4 - SMARTEAM
    Integration Product set forth above shall be subject to
    Section C.13.3.3, added in Amendment 124, regarding
    withdrawal of support for SmarTeam Products.
    





2.0 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-FR1	 	 	
    CATIA - Part Design Features Recognition 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-FR1	 	 	
    CATIA - Part Design Features Recognition 1
    	 	 	 	 	 	 	[***	]	 	 	 	 
	5691-WS1	 	 	
    CATIA - Wireframe & Surface 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-GS1	 	 	
    CATIA - Generative Shape Design 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-EL1	 	 	
    CATIA - Electrical Library 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-EH1	 	 	
    CATIA - Electrical Harness Installation
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-PDL	 	 	
    MULTICAx - PD PLUG-IN
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-PX1	 	 	
    CATIA - PPR PDM Gateway 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-PX1	 	 	
    CATIA - PPR PDM Gateway 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5693-EW1	 	 	
    CATIA - ENOVIA Work Package Exchange 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-YM1	 	 	
    CATIA - Styled Mechanical Design 1
    	 	 	 	 	 	 	 	 	 	 	 	 
	5799-H10	 	 	
    CATIA - Design for Student 1*
    	 	 	 	 	 	 	 	 	 	 	 	 
	5691-BK2	 	 	
    CATIA - Business Process Knowledge Template 2
    	 	 	 	 	 	 	 	 	 	 	 	 








 




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).2




	 	 	 	 	 
	
    
    5693-BK2
    

    	 	
    CATIA - Business Process Knowledge Template 2
    	 	
    [* * *]
	
    
    5691-EHF
    

    	 	
    CATIA - Electrical Harness Flattening 2
    	 	 
	
    
    5693-EHF
    

    	 	
    CATIA - Electrical Harness Flattening 2
    	 	 
	
    
    5691-HGR
    

    	 	
    CATIA - Hanger Design 2
    	 	 
	
    
    5693-HGR
    

    	 	
    CATIA - Hanger Design 2
    	 	 
	
    
    5691-MPA
    

    	 	
    CATIA - Prismatic Machining Preparation
    Assistant 2
    	 	 
	
    
    5693-MPA
    

    	 	
    CATIA - Prismatic Machining Preparation
    Assistant 2
    	 	 
	
    
    5691- EWE
    

    	 	
    CATIA - ENOVIA Work Package Exchange 2
    	 	 
	
    
    5693- EWE
    

    	 	
    CATIA - ENOVIA Work Package Exchange 2
    	 	 
	
    
    5691-YM2
    

    	 	
    CATIA - Styled Mechanical Design 2
    	 	 
	
    
    5691-EI2
    

    	 	
    CATIA - Electrical Wire Harness Installation
    2
    	 	 
	
    
    5691-KD3
    

    	 	
    CATIA - Business Process Knowledge
    Definition 3
    	 	 
	
    
    5691-AB3
    

    	 	
    CATIA - Automotive Body in White Design 3
    	 	 





* 5799-H10 has only a YLC royalty of [* *
*]




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




	 	 	 	 	 	 	 	 	 	 	 
	
     

    (IBM

    PROGRAM

    NUMBER)
    	 	
     

    (IBM

    PROGRAM

    NUMBER)
    	 	W/S to W/S
SHARABLE/CONFIG
UPGRADE
ROYALTY	 	W/S to W/S
ADD-ON
UPGRADE
ROYALTY
	
    
     

    	 	
     	 	 	 	 	 	 	 	 
	
    
    FROM V5 PRODUCTS
    

    	 	
    TO V5 PRODUCTS
    	 	 	 	 	 	 	 	 
	
    
     

    	 	
     	 	 	 	 	 	 	 	 
	
    
    5693-WSF
    

    	 	
    5693-GS1
    	 	
    [* * *]
	
    
    5691-WSF
    

    	 	
    5693-GS1
    	 	 	 	 	 	 	 	 
	
    
    5693-ECD
    

    	 	
    5693-ELD
    	 	 	 	 	 	 	 	 
	
    
    5691-ECD
    

    	 	
    5691-ELD
    	 	 	 	 	 	 	 	 
	
    
     

    	 	
     	 	 	 	 	 	 	 	 
	
    
    FROM V4 PRODUCTS
    

    	 	
    TO V5 PRODUCTS
    	 	 	 	 	 	 	 	 
	
    
     

    	 	
     	 	 	 	 	 	 	 	 
	
    
    5626-WF3+SUD
    

    	 	
    5693-GS1
    	 	 	 	 	 	 	 	 
	
    
    5626-SUD
    

    	 	
    5693-GS1
    	 	 	 	 	 	 	 	 
	
    
    5626-WF3+DYS+SOE+PA3+SUD
    

    	 	
    5693-PDG+GS1
    	 	 	 	 	 	 	 	 
	
    
    5626-ELG
    

    	 	
    5693-EHF
    	 	 	 	 	 	 	 	 
	
    
    5626-ELG
    

    	 	
    5691-EHF
    	 	 	 	 	 	 	 	 
	
    
    5626-EEM
    

    	 	
    5691-EI2
    	 	 	 	 	 	 	 	 
	
    
    5626-EEF
    

    	 	
    5691-EI2+EHF
    	 	 	 	 	 	 	 	 
	
    
    5626-EEF
    

    	 	
    5691-EI2+5693EHF
    	 	 	 	 	 	 	 	 





4.0 Modifications
to Amendment 106 of the 1996 agreement




a) The parties
agree that the Unique PLC Discount Schedule for CATIA P1
products established by Item 7.0 of Amendment 119 is hereby
deleted, and that all CATIA products shall be subject to the
discount schedule set forth in Table T of
Amendment 106.




b) Add a new
section C.16 CATIA Student Version




		
	 	
    “C.16.1 The CATIA Student Version Products
    shall be announced on a PRPQ basis and shall be subject to the
    CATIA V5 terms except as follows:
    







		
	 	
    a) The CATIA Student Version shall be
    licensed only to students either (1) enrolled in an authorized
    program at a CATIA HEAT institution, or (2) otherwise be
    engaged in a HEAT project at a HEAT-designated institution, and
    may be used solely for HEAT program or project academic purposes.
    
	 	
    b) The CATIA Student Version shall be
    licensed on a YLC basis.
    
	 	
    c) The Try & Buy program is not
    applicable.
    




 







 


		
	 	
    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).2



		
	 	d) Sections C.10.8 - Royalties for
Academic Use, and C.10.9 - Authorized CATIA Education
Provider, do not apply.
	 	e) The CATIA Student Version is not subject to
the discount schedule set forth in Table T.
	 	f) OWNER shall have no maintenance obligations
for the CATIA Student Version.
	 
	 	C.16.2 License keys issued by IBM shall be valid
for a period not to exceed one (1) year and twenty-eight
(28) days.









5.0 ENOVIA Products




a) The following ENOVIA - DMU Navigator
Solutions products are added to Table A of
Attachment XXIV:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		ADD-ON		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT		PRODUCT
	 
	
    
    5691-DTL
    

    	 	
    ENOVIA - MultiCax - Step
    Plug-in
    	 	
    [***]
    
	
    
    5691 PDL
    

    	 	
    ENOVIA - MultiCax - PD Plug-in
    





b) The following 3d com Navigator Solutions
products are added to Table C of Attachment XXIV:




	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT
	 
	
    
    5691-V3C
    

    	 	
    ENOVIA - 3d com VPM Web Client
    	 	
    [***]
    





c) Add the following Lifecycle Solutions products to
Table D of Attachment XXIV:




	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT
	 
	
    
    5691-SCE
    

    	 	
    ENOVIA - Supply Chain Exchange
    	 	 	 	 	 	 	 	 
	
    
    5691-DMT
    

    	 	
    ENOVIA - Document Management
    	 	
    [***]
    
	
    
    5691-AED
    

    	 	
    ENOVIA - Action Editor
    	 	 	 	 	 	 	 	 





d) Add the following Hubs Solutions products to
Table E of Attachment XXIV




	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT
	 
	
    
    5691-PGW
    

    	 	
    ENOVIA - PPR Hub Gateway
    	 	 	 	 	 	 	 	 
	
    
    5691-STH
    

    	 	
    ENOVIA - PPR Hub Step Part 21
    Adapter
    	 	
    [***]
    









 




		
	 	
    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).2




		
	e) 	
    Add the following as Section C.12.7:
    





		
	“C.12.7 	
    Beginning with ENOVIA V5R8:
    





		
	 	
    (a) The support model for the ENOVIA
    Lifecycle and common products listed in (3) below shall be:
    





		
	 	
    (1) End of service: the service period ends
    14 months after the general availability of the second
    subsequent release of the product (i.e.,
    Rn + Rn+2 + 14 months),
    but OWNER must provide, at a minimum, 22 months of support.
    
	 
	 	
    (2) Corrective service: requests for
    corrections via a service pack can be made for 10 months
    after the general availability of the second subsequent of the
    product (i.e.,
    Rn + Rn+2 + 10 months),
    and service packs must be provided for a minimum of
    18 months.
    
	 
	 	
    (3) Products: 5691-SCE, DMT, AED, MBP, SDE,
    WFD, SPT, ALA, CUR, EGR, PGT, PDC, PVM, PIM, ECM, PAS, ADR, PDL,
    MGR, RVR, CTM, STH, BOH, PGW, ASH, DOH, SAH, AND DPL.
    





		
	 	
    (b) In addition to (a) above, the
    support model for customers running ENOVIA Lifecycle products
    and any other CATIA or ENOVIA V5 products shall be that
    both the service and corrective service periods for all CATIA
    and ENOVIA V5 products will match those of the ENOVIA
    Lifecycle product. This is a requirement until such time as the
    restriction requiring that CATIA and ENOVIA V5 products be
    at the same release level has been removed
    





6.0 SmarTeam Products




a) Beginning with this Amendment, IBM will
announce the SmarTeam products currently licensed under this
Agreement as well as all new SmarTeam products as Generally
Available on a licensed program product basis, unless otherwise
indicated. The SmarTeam products licensed on a licensed program
product basis shall be sublicensed to end users as Standard
Configurations, Add-On Products, or Shareable Products.




b) Add the following to
Attachment XXV - SmarTeam Products.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					
					PLC RELATED ROYALTY
	IBM				

	PROGRAM				STANDARD		ADD-ON		SHAREABLE
	NUMBER		PROGRAM NAME		CONFIGURATION		PRODUCT		PRODUCT
	 		 		 		 		 
	5691-GWY	 	 	 	SMARTEAM - Gateway Product	 	 	 	
    [***]
	5691-SAA	 	 	 	SMARTEAM - SA Adapter Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-OAA	 	 	 	SMARTEAM - OA Adapter Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-WFL	 	 	 	SMARTEAM - Workflow Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-BOM	 	 	 	SMARTEAM - BOM Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-CAI	 	 	 	SMARTEAM - CATIA Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-CAI	 	 	 	SMARTEAM - CATIA Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-SEI	 	 	 	SMARTEAM - SE Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-SEI	 	 	 	SMARTEAM - SE Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-ACI	 	 	 	SMARTEAM - AC Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-ACI	 	 	 	SMARTEAM - AC Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-MDI	 	 	 	SMARTEAM - MD Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-MDI	 	 	 	SMARTEAM - MD Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-INI	 	 	 	SMARTEAM - IN Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-INI	 	 	 	SMARTEAM - IN Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-MII	 	 	 	SMARTEAM - MI Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-MII	 	 	 	SMARTEAM - MI Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-PEI	 	 	 	SMARTEAM - P Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5693-PEI	 	 	 	SMARTEAM - P Integration Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-ETT	 	 	 	SMARTEAM - Electronics Template Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-FDA	 	 	 	SMARTEAM - FDA Compliance Product	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5691-SED	 	 	 	SMARTEAM - Editor Configuration	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 


		
	 	
    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).2






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
					
	
    
    5691-SWE
    

    	 	
    SMARTEAM-Web Editor Configuration
    	 	
    [* * *]
    
	
    
    5691-SNV
    

    	 	
    SMARTEAM-Navigator Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-SCT
    

    	 	
    SMARTEAM-Community Workspace Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-SEG
    

    	 	
    SMARTEAM-Engineering Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-SET
    

    	 	
    SMARTEAM-Electronics Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-SFA
    

    	 	
    SMARTEAM-FDA Compliance Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-SMA
    

    	 	
    SMARTEAM-Multi-site Administration Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    5691-TDM
    

    	 	
    CATIA Team PDM Configuration
    	 	 	 	 	 	 	 	 	 	 	 	 






	
	
    SMARTEAM Migration Paths and Royalty Upgrade
Charges:
    





	 	 	 	 	 
	(IBM		(IBM		W/S to W/S
	PROGRAM		PROGRAM		UPGRADE
	NUMBER)		NUMBER)		ROYALTY
	 
	
    
    FROM V5 PRODUCTS
    

    	 	
    TO SMARTEAM PRODUCTS
    
	 
	
    
    5693-TD1
    

    	 	
    5691-TDM
    	 	 	 	 
	
    
    5691-TD1
    

    	 	
    5691-TDM
    	
    [* * *]
    




c) Section C.13.2 is deleted in its entirety.
    

d) As licensed program products, certain of
the exceptions to the CATIA V5 terms set forth in Section C.13.3
(initially added in Amendment 124 and subsequently modified in later
Amendments) no longer are applicable. As a result, the following
changes are made to Section C.13.3




	 	 	 
	 	1) 	
    Sections C.13.3.1, C.13.3.2, C13.3.5, and
C.13.3.8 are deleted in their entirety.    
	 	2) 	
    Sections C.13.3.6 is renumbered to
C.13.3.1, and is amended to delete the last sentence and replace it
with the following: “The actual country uplifts shall be
calculated using the pricing conversion tables that were in effect
for CATIA V5R2.    
	 	3) 	
    Section C.13.3.7 is renumbered to C.13.3.2.    





[* * *]




			
	 	5) 	
    Section C.13.3.9 is renumbered to
C.13.3.5, and is further changed to read as follows (change noted in
italics): “ALC shall be equal to [***] of PLC, except
the Team PDM Configuration (TDM), which shall have an ALC of [***] of
PLC.”
    
	 	6) 	
    The following new C.13.3.6 is added:
    




[* * *]




7.0 CAA RADE Products




Add the following as Section C.15.3:










 



		
	 	
    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).2




			
	 	“C.15.3 The support model for the CAA RADE
products shall be as follows:
	 
	 	 	(a) End of service: the service period ends 14 months
    after the general availability of the second subsequent release
    of the product (i.e., Rn + Rn+2 +
    14 months), but OWNER must provide, at a minimum, 22
    months of support.
    
	 
	 	 	(b) Corrective service: requests for corrections via
    a service pack can be made for 10 months after the general
    availability of the second subsequent of the product (i.e.,
    Rn + Rn+2 + 10 months), and service
    packs must be provided for a minimum of 18 months.
    




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 Vice-President	 	Title: Manager, PLM Product Mgmt. & Support
	 
	Date: 	December 19, 2002	 	Date: 	January 20, 2003