Amendment 144 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)
Exhibit 4(a).1 |
|
| 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. |
Amendment 144
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, and 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 CATIA products are added to Table A. of Attachment XXIII: |
| IBM | PLC RELATED ROYALTY | |||||||
| PROGRAM | STANDARD | ADD-ON | SHAREABLE | |||||
| NUMBER | PRODUCT NAME | CONFIGURATION | PRODUCT | PRODUCT | ||||
| 5693-EC1 | CATIA-ELECTRICAL 3D DESIGN & DOCUMENTATION 1 PRODUCT |
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| 5691-CFO | CATIA-CAST & FORGED PART OPTIMIZER 2 PRODUCT |
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| 5693-CFO | CATIA-CAST & FORGED PART OPTIMIZER 2 PRODUCT |
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| 5691-ABT | CATIA-AUTOMOTIVE BODY IN WHITE TEMPLATES 2 PRODUCT |
[****] | [****] | [****] | ||||
| 5693-ABT | CATIA-AUTOMOTIVE BODY IN WHITE TEMPLATES 2 PRODUCT |
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| 5691-RP2 | CATIA-PREPARATION PRISMATIC MACHINIST 2 CONFIGURATION |
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| 5691-AM2 | CATIA-DESIGNER & ADVANCED MACHINIST 2 CONFIGURATION |
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| 2.0 | The Configuration royalty for 0000-XX0 XXXXX — Preparation Mold & Die Machinist 2 Configuration, added to the Agreement by a prior Amendment, has been changed to $11,000. |
Exhibit 4(a).1 |
|
| 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. |
| 3.0 | The royalties for the following CATIA migration paths, added to the Agreement by prior Amendments, are changed to be as follows: |
| From | To | New Royalty | ||||
| 5626-NCB | 5693-NCG |
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| 5626-NCB | 5691-NCG |
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| 5626-NC3 | 5693-SMG+PMG |
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| 5626-NC3 | 5691-SMG+PMG |
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| 5626-NC5 | 5693-SMG+PMG
|
[****] | ||||
| 5626-NC5 | 5691-SMG+PMG |
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| 5626-NC5 | 5693-SMG+PMG+MMG |
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| 5626-NC5 | 5691-SMG+PMG+MMG |
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| 5626-NC5 | 5693-AMG |
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| 5626-NC5 | 5691-AMG |
| 5.0 | ENOVIA Products |
| a) | Add the following Lifecycle Solutions products to Table D of Attachment XXIV: |
| IBM | PLC RELATED ROYALTY | |||||
| PROGRAM | STANDARD | SHAREABLE | ||||
| NUMBER | PROGRAM NAME | CONFIGURATION | PRODUCT | |||
| 5691-WDF | ENOVIA — Workflow Definition Product |
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Migration from 5691-WFD Migration from 5691-WFR |
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| 5691-DER | ENOVIA — VPM Design Engineer Configuration
|
[****] | [****] | |||
Migration from 5691-VER |
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Migration from 5691-DEX |
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Migration from 5691-CDX |
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Migration from 5691-EGR |
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Migration from5691-ADE |
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Migration from 5691-CDE |
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| 5691-ALV | ENOVIA — All-in-One V5 VPM Configuration |
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(For Marketing Use Only, not for Sale) |
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| b) | Add the following Hubs Solutions products to Table E of Attachment XXIV |
| IBM | PLC RELATED ROYALTY | |||||
| PROGRAM | STANDARD | SHAREABLE | ||||
| NUMBER | PROGRAM NAME | CONFIGURATION | PRODUCT | |||
| 5691-DGL | MultiCax — IGES Plug-in Product
|
[****] | ||||
| c) | Add the following eArchitecture Solution products to Table F of Attachment XXIV |
Exhibit 4(a).1 |
|
| 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. |
| IBM | PLC RELATED ROYALTY | |||||
| PROGRAM | STANDARD | SHAREABLE | ||||
| NUMBER | PROGRAM NAME | CONFIGURATION | PRODUCT | |||
| 0000-XXX | XXXXXX — Vault Administration Configuration
|
[****] | ||||
| 5.0 | Add the following WLS products to Table E on Attachment XXIII: |
| IBM | PLC Related Royalty | |||||||||||
| Program | Std. | Add-on | Shareable | Enterprise | ||||||||
| Number | Product Name # Users | Config. | Product | Product | Option | ALC | ||||||
| 0000-XXX | XXXXX User Companion for Extended Structural Analysis Product |
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| 0000-XXX | XXXXX User Companion for Extended Structural Analysis Product |
[****] | ||||||||||
| 5691-SMS | CATIA User Companion for Sheetmetal Product |
[****] | ||||||||||
| 5795-SMS | CATIA User Companion for Sheetmetal Product |
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| 5691-CDS | Companion Development Studio Product |
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Add the following WLS migration path:
| From | To | Royalty | ||||||
5799-C96
|
Companion Development Studio PRPQ | 5691-CDS | Companion Development Studio Product | [****] | ||||
| 6.0 | Add the following to Attachment XXV — SmarTeam Products |
| IBM | PLC RELATED ROYALTY | |||||||
| PROGRAM | STANDARD | ADD-ON | SHAREABLE | |||||
| NUMBER | PROGRAM NAME | CONFIGURATION | PRODUCT | PRODUCT | ||||
| 5691-PGM | SMARTEAM — Program Management
Product |
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| 5691-SPG | SMARTEAM — Program Management
Configuration
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[****] | [****] | [****] | ||||
| 5691-CIX | SMARTEAM — CATIA Xtended Product |
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| 0000-XXX | XXXXX Xtended Team PDM Configuration |
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Exhibit 4(a).1 |
|
| 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. |
| Migration From | Migration To | PLC Royalty | ||||
| 5691-CAI SMARTEAM — CATIA Integration Product | 5691-CIX SMARTEAM -CATIA Xtended Product
|
$ | 0 | |||
| 0000-XXX XXXXX Team PDM Configuration | 5691-TDX CATIA Xtended Team PDM Configuration
|
$ | 0 | |||
| 7.0 | Section C.13.3.6 is modified to add the following: “[****]” | |||
| 8.0 | OWNER agrees that end user customers that have a valid license to release levels of SMARTEAM V5 products with IBM DB2 Extended Edition (DB2 EE), up to and including release 12, may continue to use DB2 EE with their license to the SMARTEAM V5R13 product(s) in lieu of the version of DB2 provided with the SMARTEAM V5R13 product(s). | |||
| 9.0 | For those SMARTEAM V5 Licensed Programs that include Oracle Corporation software, IBM shall reproduce the text set forth below in the license program specification (“LPS”) distributed with each such SMARTEAM Licensed Program, and including this text in the LPS is IBM’s sole obligation to OWNER with respect to this text: | |||
| “The Oracle Program is not intended for use in any nuclear, mass transit, aviation or medical application or in any other inherently dangerous applications. You are responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of such applications if the Oracle Program is used for such purposes, and Oracle Corporation, SmarTeam Corporation, Dassault Systèmes, and IBM Corporation disclaims liability for any damages caused by such use of the Oracle Program.” | ||||
IBM confirms that the customer agrees in the IBM customer license agreement to comply with any additional terms IBM includes in a program’s LPS. Such text may be reasonably amended from time to time, upon request and reasonable notice by OWNER based on its obligations with Oracle Corporation on this matter, for incorporation into the next regularly scheduled revision of such LPS.
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.
Exhibit 4(a).1 |
|
| 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. |
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 |
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| By: /s/ Xxxxxxxx de Tersant | By: /s/ R. A. Arco | |||
| Authorized Signature | Authorized Signature | |||
| Name: | Xxxxxxxx de Tersant | Name: | R. A. Arco | |
| Title: | EVP & Chief Financial Officer | Title: | Manager, PLM Product Mgmt. & Support | |
| Date: | May 5, 2004 | Date: | June 2, 2004 | |
