This document was last revised August 2005

Purpose
The purpose of this Code of Business Conduct and Ethics (this “Code”) is to bring together the most crucial policies and rules that apply to ILOG (the “Company”), its board of directors (the “Board”), its officers and its employees, and to help ILOG maintain a lawful and ethical environment.

You should read this Code carefully and make sure that you understand every section.

Governance
The Nominating and Corporate Governance Committee (the “Committee”) of the Board shall be responsible for assisting the Board’s oversight of the operation of this Code. The Committee shall assess the adequacy of this Code periodically and recommend any changes to the Board.

Any waiver of this Code as it applies to the directors or executive officers of the Company may be made only by a majority of the independent members of the Board and must be promptly disclosed to the Company’s shareholders. Waivers shall only be granted if truly necessary and warranted, in light of applicable circumstances.

Conflicts of Interest
A “conflict of interest” exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Conflicts of interest are prohibited as a matter of Company policy. Each director, officer and employee is expected to avoid any outside activity, financial interest or relationship that may present a possible conflict of interest or the appearance of a conflict. Each person is required to promptly disclose any such conflict of interest to his or her immediate supervisor or the Corporate Governance Committee, and no person may engage in an activity that involves any such conflict except with the specific prior approval in writing of a company officer.

Corporate Opportunities
Directors, officers and employees are prohibited from:
(a) taking for themselves personally opportunities that are properly within the scope of the Company’s activities;
(b) using corporate property, information or position for personal gain; and
(c) competing with the Company.

Directors, officers and employees owe a duty to the Company to advance its legitimate interests to the best of their abilities.

Confidentiality
Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or customers of the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers if disclosed. The obligation to safeguard confidential information continues after employment with the Company ends.

The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, company’s General Counsel will assist in determining what disclosure is required.

Fair Dealing
Each director, officer and employee should deal fairly with customers, suppliers, competitors and employees. No person may take unfair advantage of anyone else through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Company Assets
All directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. all of the Company’s assets should be used for legitimate business purposes.

Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)
The Company actively promotes compliance with all applicable laws, rules and regulations, including insider trading laws, in each jurisdiction in which it does business. Insider trading and the communication of inside information to third parties (“tipping”) are both unethical and illegal, and will be dealt with severely.

All directors, officers and employees are expected to comply with the laws of the country in which they operate as well as statutes of France and the United States and the Company’s policies governing business activities abroad. These laws and policies include compliance with provisions of the French labor code and the French criminal code relating to corrupt practices, provision restricting French investments in foreign countries and with certain entities, the United States Foreign Corrupt Practices Act, U.S. anti-boycott laws, U.S. sanctions and embargoes against certain countries, and U.S., French and European competition laws and money laundering laws.

Reporting of Illegal or Unethical Behavior
The Company actively promotes ethical behavior in all its business activities. Employees are encouraged to speak to their immediate supervisors, the Chief Executive Officer or other appropriate personnel at any time if there is any doubt about the best course of action in a particular situation.

Employees are required to report violations of law, rules, regulations and this Code in accordance with the complaint procedures described below. Timely reporting is the most effective method of resolving actual or perceived violations of the policies in this Code. We therefore strongly urge you to report complaints or concerns promptly so that rapid action can be taken.

The Company will take complaints very seriously and have established the following procedures, which offer employees numerous options by which to report conduct which may violate this Code:

1. If you feel comfortable speaking to your immediate supervisor, then schedule a private meeting to discuss your concerns. Your supervisor is required to contact the Chief Executive Officer to report the complaint.
2. If you would rather not speak to your immediate supervisor, then schedule a private meeting with any company officer. That officer is required to contact the Chief Executive Officer to report the complaint.
3. If for some reason you would rather not contact any of these people, then you should contact any member of the Corporate Governance Committee.
4. Alternatively, violations may be reported in confidence to the Board’s Corporate Governance Committee’s Ethics Hotline email address at: ethics@ilog.com

Every effort will be made to protect the confidentiality of those furnishing information. The Company will not tolerate retaliation in any form against any person for complaints or reports made in good faith. It does, however, constitute a violation of this Code to submit a complaint in bad faith.

The Company may take appropriate disciplinary action, up to and including termination, against any individual who violates this Code.

Interpretation of this Code
The Company expects you to observe the spirit, as well as the letter, of this Code. You may not try to accomplish indirectly what the policies outlined herein prohibit you from doing directly. For example, you may not have family members or agents engage in conduct on your behalf if this Code would otherwise prohibit you from engaging in such conduct.