##### 



Exhibit 4.2

Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

Amendment 137
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 incorporate into this 1996 Agreement the products
and terms for use of educational materials to provide training to end users,
service providers, Marketing Transferees, as well as IBM and its licensed
Subsidiaries sales and services personnel, formerly provided for in a
separate Education License Agreement, and update the education provider
program.

Whereas, the parties wish to modify Exhibit 8 Listed Customers.

Whereas, the parties wish to add SmarTeam licensed programs and other related
changes.

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:

1.0Definitions

The following definitions shall be added to the Section of the Agreement
entitled Definitions.

Education Products shall collectively mean the education and training
materials (Instructor Led Training Materials or ILT Materials) and programs
(Education Programs) listed in Attachment XXVIII, when used to provide
training to end users, service providers, as well as sales and services
personnel.

PLM Education Provider shall mean (i) a Marketing Transferee licensed under
written agreement with IBM or any of its licensed Subsidiaries or (ii) a
service provider licensed under written agreement with IBM or any of its
licensed Subsidiaries, to provide training and education services to end users
using the Education Products and Licensed Programs.

The term Authorized CATIA Education Provider (ACEP) will no longer be used
and PLM Education Provider shall be used in its place.

2.0Licenses

The following is added as article (T) to the Licenses Section of the 1996
Agreement.

(T)  In addition to the other rights and licenses granted in this Agreement,
OWNER grants to IBM and its licensed Subsidiaries a worldwide, nonexclusive
right and license to (i) prepare and have prepared Derivative Works of the ILT
Materials, and to use, have used, execute, reproduce, transmit, display,
perform and distribute

1



---



##### 



Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

internally and externally the Education Products and such Derivative Works, and
(ii) use, execute, reproduce, display and perform the Licensed Programs, for
the purpose of developing and performing education and training services in
relation to the Licensed Programs. The foregoing rights and licenses also
include the right of IBM and its licensed Subsidiaries to grant to PLM
Education Providers the rights and licenses granted in this article (T). The
foregoing rights and licenses are limited to the use of the Education Products
and related Derivative Works for the training of (i) end users, (ii) service
providers, (iii) PLM Education Providers, and (iv) the sales and services
personnel of IBM, its licensed Subsidiaries, and its and their Marketing
Transferees, in relation to the Licensed Programs. The foregoing rights and
licenses do not include the rights to offer or use the Education Products as
an application service provider or to provide online training or consulting
services.

3.0Section C.10.9 Authorized CATIA Education Provider (ACEP), added in
Amendment 118 and further amended, is deleted and is replaced with a new
Section C.16 PLM Education Providers and Products.

4.0Add a new Section C.16 PLM Education Providers and Products

C.16.1 The PLM Education Provider Program offers to certain Marketing
Transferees the rights to Education Products and Licensed Programs in the
provision of education and training services in accordance with the license
terms and royalties set forth in this Agreement.

C.16.2 Add Attachment XXVIII  Education Products

Attachment XXVIII to the License Agreement
For Use and Marketing of Programming Materials

|              |  |         |  |                                                                               |  |                 |    |                     |  |                                 |  |             |         |  |  |      
|------------- |  | ------- |  | ----------------------------------------------------------------------------- |  | --------------- | -- | ------------------- |  | ------------------------------- |  | ----------- | ------- |  |  | -----
|              |  | Educ.   |  | ILT Materials and                                                             |  |                 |    |                     |  |                                 |  | Quantity of |         | 
|PLM Education |  | Product |  | Education Programs                                                            |  | Max Quantity EP |    |                     |  | Licensed Program                |  |            
|Provider Tier |  | Number  |  | (EP)                                                                          |  | Licenses        |    | Licensed Programs** |  | Licenses                        |  | [***]      
|              |  |         |  |                                                                               |  |                 |    |                     |  |                                 |  |            
|ENTRY Lvl 1   |  | 5799C97 |  | Sheetmetal ILT
5691MDC*                                                       |  |                 | 99 |                     |  | 5691ED2                         |  |             | 2       |  |  | [***]
|ENTRY Lvl 2   |  | 5799C98 |  | Sheetmetal ILT
5691MDC,HDC*                                                   |  |                 | 99 |                     |  | 5691ED2                         |  |             | 2       |  |  | [***]
|ENTRY Lvl 3   |  | 5799C99 |  | Sheetmetal ILT
5691MDC,HDC, DNC*                                              |  |                 | 99 |                     |  | 5691ED2                         |  |             | 3       |  |  | [***]
|ENTRY Lvl 4   |  | 5799H01 |  | Sheetmetal ILT
5691MDC,HDC, DNC*                                              |  |                 | 99 |                     |  | 5691ED2                         |  |             | 5       |  |  | [***]
|ENTRYLvl 5    |  | 5799H02 |  | Sheetmetal ILT
5691MDC,HDC, DNC*                                              |  |                 | 99 |                     |  | 5691ED2                         |  |             | 8       |  |  | [***]
|              |  |         |  |                                                                               |  |                 |    |                     |  |                                 |  |             |         |  |  | [***]
|BASE Lvl 1    |  | 5799H03 |  | CATIA V4, CATIA V5,
SmarTeam ILT
5691MDC,HDC, DNC, M4E*                       |  |                 | 99 |                     |  | 5691ED2, ALM, SmarTeam          |  |             | 2 each  |  |  | [***]
|BASE Lvl 2    |  | 5799H04 |  | CATIA V4, CATIA V5,
SmarTeam ILT
5691MDC,HDC, DNC, M4E*                       |  |                 | 99 |                     |  | 5691ED2, ALM, SmarTeam          |  |             | 4 each  |  |  | [***]
|BASE Lvl 3    |  | 5799H05 |  | CATIA V4, CATIA V5,
SmarTeam, Portal/DMU
ILT
5691MDC, HDC, DNC, M4E*          |  |                 | 99 |                     |  | 5691ED2, ALM,AD2, A3L, SmarTeam |  |             | 6 each  |  |  | [***]
|BASE Lvl 4    |  | 5799H06 |  | CATIA V4, CATIA V5,
SmarTeam,
Portal/DMU,VPM ILT
5691MDC, HDC, DNC,
M4E, VMC* |  |                 | 99 |                     |  | 5691ED2, ALM,AD2,A3L, SmarTeam  |  |             | 10 each |  |  | [***]
|BASE Lvl 5    |  | 5799H07 |  | CATIA V4, CATIA V5,
SmarTeam, Portal/DMU
ILT
5691MDC, HDC, DNC,
M4E, VMC*     |  |                 | 99 |                     |  | 5691ED2, ALM,AD2,A3L, SmarTeam  |  |             | 16 each |  |  | [***]

*     Denotes Education Programs. These programs are also available for
sublicensing to end users in accordance with the applicable terms set forth
elsewhere in this Agreement. The Education Product terms in this Section C.16
shall apply in lieu of these other terms when licensed to PLM Education
Providers.

**     [***] per Section C.16.8.

2



---



##### 



Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

C.16.3 OWNER shall provide to IBM three (3) copies each of the Education
Products. The ILT Materials shall be provided in electronic source format.

C.16.4 IBM will announce the instructor training materials listed in Table A
of Attachment XXVIII as available on a PRPQ basis.

C.16.5 The parties agree that the terms of the Agreement regarding COO, try
and buy, academic terms, SR discounts, maintenance, and source code escrow
shall not apply to the ILT Materials. For all other purposes, the ILT
Materials shall be subject to the terms of the Agreement applicable to Code.

C.16.6 The parties agree that if and when OWNER develops ILT Materials for the
CAA RADE Licensed Programs, such ILT Materials shall be added to this Agreement
and the parties agree to negotiate in good faith the royalty terms for this
addition.

C.16.7 Sublicense terms for the Education Products are YLC.

a) Notwithstanding the royalties set forth in Attachment XXVIII, for the year
2002, the royalties due OWNER are as follows:

1) [***] of the IBM Revenue for the Education Products, up to [***] of
such IBM Revenue;

2) [***] of the IBM Revenue for the Education Products on all such
revenue beyond [***],

provided, however, that for each licensed PLM Education Provider, IBM shall pay
OWNER a royalty which shall be not less than the amount set forth in Attachment
XXVIII.

b) In the event the royalties due OWNER in 2002 pursuant to the foregoing and
C.16.10(c) below are less than [***], IBM shall pay to OWNER the difference
between the amount due and [***], not to exceed [***] payment by IBM.

c) IBM shall be entitled to an adjustment in the calculation of the royalties
paid to OWNER set forth in (b) above based on training conducted by OWNER
licensees other than IBM or its sublicensees. The adjustment shall be
calculated by determining the equivalent education provider tier for each
licensee as if the licensee was a PLM Education Provider, and adding the
associated minimum royalty set forth in C.16.2 above (or a lesser amount based
upon OWNER justification and agreement by IBM) to the actual royalties paid by
IBM. This resulting sum shall be the basis for determining achievement of the
[***] royalties due OWNER and payment of up to [***] by IBM. OWNER shall keep
records sufficient to make the foregoing determination and calculations.

d) For PLM Education Providers which are not Marketing Transferees, royalties
due OWNER shall be determined by the special bid process set forth in the 1996
Agreement.

C.16.8 PLM Education Providers shall be entitled to the number of free
licenses to Licensed Programs in accordance with their level of accreditation
and solely for use in developing and providing education and training services,
and [***] shall be due OWNER. These licenses are set forth in Attachment
XXVIII

C.16.9 For all sublicenses on Licensed Programs granted to PLM Education
Providers which are in addition to those set forth in Attachment XXVIII, and
are for use in developing and providing education and training services, the
sublicense terms are YLC. The YLC related royalties are [***] for each brand as
follows: CATIA V4, CATIA V5, SmarTeam, Portal/DMU, and VPM.

C.16.10 Use of Education Products by IBM and its licensed Subsidiaries shall
be made under the following financial conditions:

(a)  For the use of Education Products and related necessary Licensed Products,
for internal training of its sales and services personnel and those of its
licensed Subsidiaries, IBM and its licensed Subsidiaries shall be authorized to
use the Education Products [***].

3



---



##### 



Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

(b)  For the use of the Education Products through a 3D Learning Portal, created
by IBM, and dedicated to the training of Marketing Transferees and the sales
and services personnel of IBM and its licensed Subsidiaries, IBM shall pay a
yearly fee of [***]. Payment of this fee is subject to OWNER enabling the
Education Programs to work on the 3D Portal. The requirements of such
enablement shall be set forth in a separate document agreed upon by the
parties.

(c)  For the use of Education Products and related necessary Licensed Products,
for providing services to end users, the payment due OWNER is as follows:

(1)  when the performance of the training services is subcontracted to a PLM
Education Provider, [***] is due Owner;

(2)  when IBM or one of its licensed Subsidiaries performs the training
services, OWNER shall be paid a royalty in the amount of [***].

(d)  Payment of the royalty set forth in (c)(2) above shall be separately made
to OWNER by the IBM entity performing the training services, on an
engagement-by-engagement basis, and not under this 1996 Agreement. IBM shall
provide a summary report to OWNER on a calendar quarter basis with the total
number of instructor days provided to customers during that quarter and
associated payments made to OWNER. This report shall be provided not later
than forty-five (45) days after the end of each calendar quarter.

16.11 The parties agree that the PLM Education Provider Program is not subject
to the terms of Section A.5.1 Base Royalty Uplift, of the section of the
Agreement entitled Royalties.

5.0The terms for the Companion Development Studio Licensed Program are
changed by this Amendment. As a result, the term added in item 6.0 of
Amendment 132 is changed to modify the restrictions on using the Companion
Development Studio to provide services to third parties, so that the paragraph
following the Table E entry now reads as follows:

The Companion Development Studio Licensed Program will be announced and made
available on a PRPQ basis. IBM is granted the right and license to (i) use
the Companion Development Studio License Program to provide services to third
parties, and (ii) authorize PLM Education Providers to use the Companion
Development Studio License Program to provide services to third parties, in
accordance with the terms of this Agreement. IBM is not granted the right and
license to (i) authorize third parties, other than PLM Education Providers, to
use the Companion Development Studio License Program to provide services to
third parties, or (ii) to make Generally Available such Licensed Program or its
Derivative Works.

6.0 Term and Termination

a) The terms of this Amendment 137, except for items 7.0 and 8.0 below, shall
be effective as of January 1, 2002, and continue through December 31, 2002,
and shall automatically renew unless either party provides notice of
non-renewal not later than forty-five (45) days prior to the end of the
then-current term. Upon expiration or termination of these terms, all rights
and licenses granted in Article T of the License section shall be terminated.

b) IBM and OWNER shall agree on the royalty terms for 2003 not later than
December 31, 2002.

c) Items 7.0 and 8.0  [***] and SmarTeam Changes, shall be effective on the
date of last signature of this Amendment and continue for the term of the 1996
Agreement, unless earlier terminated by mutual agreement of the parties.

7.0 [***]

4



---



##### 



Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

a) The first sentence of Article O of the Licenses Section of the Agreement,
which was added in Amendment 118, is modified to include the [***] subject to
the terms of this Article, and now reads as follows (change noted in italics):
[***]

b) Exhibit 8. Listed Customers added by Amendment 118, is deleted in its
entirety and replaced with the following Exhibit 8:

[***]

8.0 SmarTeam Changes

a) The parties agree to an extension to December 31, 2002, as the latest date
by when the SmarTeam Products will be LUM-enabled and OWNER will no longer be
responsible for shipment of SmarTeam Products. The first sentence of Section
c.13.3.7 shall be modified to change the payment due OWNER from [***]. The
last sentence of Section c.13.3.7, added by Amendment 124, is changed to read
as follows:

C.13.3.7 This payment to OWNER shall be made through December 31, 2002, the
target date for LUM-enablement. If the SmarTeam Products are not LUM-enabled
by this date, all shipping costs shall be the responsibility of OWNER until
such time as the SmarTeam products are LUM-enabled and IBM is responsible for
shipment. Notwithstanding the foregoing, IBM will continue to pay OWNER
shipping costs for PRPQ versions of the SmarTeam Products only to existing
customers until V5R12 is announced.

b) The following changes are made to Attachment XXV  SmarTeam Products:





(1)  Additions:

|               |  |                                          |  |                                                               |  |        
|-------------- |  | ---------------------------------------- |  | ------------------------------------------------------------- |  | -------
|IBM            |  |                                          |  | ---------------------PLC RELATED ROYALTY---------------------
|PROGRAM        |  |                                          |  | FLOATING                                                      |  | FIXED  
|NUMBER         |  | PRODUCT NAME                             |  | LICENSE                                                       |  | LICENSE
|               |  |                                          |  |                                                               |  |        
|5799-C91       |  | Enterprise Solutions
SmartWeb Pro        |  | [***]                                                         |  | [***]  
|5799-C92       |  | E-Supply Chain Solutions
SmartBOM Client |  | [***]                                                         |  | [***]  
|               |  |                                          |  |                                                               |  |        
|Migration Path |  |                                          |  |                                                              
|               |  |                                          |  |                                                               |  |        
|From           |  |                                          |  | To                                                            |  | Royalty
|               |  |                                          |  |                                                               |  |        
|5799-C91       |  | SmartWeb Navigator Client                |  | 5799-C91 SmartWeb Pro                                         |  | [***]  

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).

5



---



##### 



Any text removed pursuant to Dassault Systèmes confidential treatment request
has been separately filed with the U.S. Securities and Exchange Commission and
is marked [***] herein.

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:
Executive Vice President, Finance |  | Title: Manager, PLM Product Mgmt. & Support           
|                                         |  |                                                        |  |       |  |                     
|Date:                                    |  | July 8, 2002                                           |  | Date: |  | July 22, 2002       
|                                         |  |                                                        |  |       |  |                     

6