Exhibit 4(a).4  Any text removed pursuant to the Companys
  confidentialtreatment has been separately submitted with the
  U.S. Securitiesand Exchange Commission and is marked [***]
  herein.  Amendment 161 to the Amended and Restated License Agreement for the Use and Marketing of Programming Materials dated May 31, 1996 as amended (the 1996
Agreement) between International Business Machines Corporation and Dassault Systemes   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,  (DS), a
French société anonyme, each a party and collectively the parties.  Whereas,
DS is the developer and owner of 3D/2D Computer Aided Design/Computer Aided
Manufacturing/Computer Aided Engineering/Product Development Management,
Digital Manufacturing, Digital Mock Up and PLM infrastructure software programs
marketed under various trademarks, and which constitute the PLM solution.  Whereas,IBM and DS agreed on business model changes in Amendment
157, including international accounts, account transition, and licensing of
DELMIA and ENOVIA MatrixOne products to IBM for sale as Licensed Programs.  Whereas,
the parties wish to amend the 1996 Agreement for the purposes of making changes
associated with the foregoing.  Now
therefore, the parties agree as follows:  1.0  International Customers  A)  Method of Payment of Additional Compensation  The
following terms are changed to designate that the total compensation due to one
party (either IBM or DS) for performing responsibilities otherwise assigned to
the other party pursuant to the terms of the 1996 Agreement, shall be in the
form of (i) royalties pursuant to the 1996 Agreement for compensation due to
DS and (ii) a fee payment pursuant to a separate agreement for
compensation due to IBM.  1)  Section 3.4.1.2(b), the
first paragraph and second paragraphs, are changed so as to read as follows
(changes noted in italics):  Recommend
that, in such case, the consideration due to the other party (i.e., DS or IBM)
associated with the initial centralized procurement sales transaction and any
future new sales transaction at the remote location(s). The
consideration is for provisionof
ongoing sales support activities at the non-procuring  1


location(s) that would otherwise be the responsibility of the
party that holds the contract with the procuring location.  The
party that will hold the central procurement contract (and therefore receive
the revenue) will make any agreed upon payment(s) to the other party.  When IBM holds the central
procurement contract, IBM shall pay to DS royalties equal to a total of [***]
of the PLM PLC Product Revenue (as defined below).  When DS holds the central procurement
contract, DS shall pay to IBM an amount equal to [***] of the PLM PLC Product
Revenue; this payment will be made pursuant to a separate agreement and/or
statement of work. The
party receiving the payment will be responsible for compensation due to their
business partner.  Payment of any
compensation to a business partner shall be documented in a project form to be
signed by the party holding the BP contract (IBM or DS, as appropriate), and
the business partner, stating that such payment compensates such business
partners efforts to support the customer and generate new business.  The
last paragraphs of Section 3.4.1.2(b) remain unchanged.  2)  Section 3.4.1.3 is
changed to read as follows (changes noted in italics):  The
IOC shallalsoensure that, when an
International Customer desires to locally purchase and pay for licenses under a
central procurement agreement, if such customer is an IBM Named Account in the
country where the headquarters is located, DS will serve as an IBM agent in
countries where such customer is not an IBM Named Account. Where DS performs
the sales process as well as the local Level 1 support, DS will be paid a total royalty representing [***]
of the PLC and RLC revenue it so generates, in consideration for such
activities.  The parties may mutually
agree to another level of total royaltywhen
DS does not perform Level 1 support for an International Customer.  The parties further agree to exclude from the
PLC/RLC revenue used in calculating the total royalty
due to DS, the PLC/ALC revenue from Jointly Covered DS Product Brands.  If
such customer is a DS account in the country where the headquarters is located,
IBM will serve as a DS agent in countries where such customer is not a DS account.  Where IBM performs Level 1 support, IBM will
be paid a fee representing [***] of the PLC and RLC revenue it so generates, in
consideration for such activities. The parties may mutually agree to another
level of fee when IBM does not perform Level 1 support
for an International Customer.  The fee payment to IBM will be made pursuant to a
separate agreement and/or statement of work.  B)  License Consolidation  The
following new Section 3.4.3 is addedto set forth
additional terms regarding a request by an International Customer to
consolidate licenses at its headquarters location.  3.4.3 International Customer License Consolidation  The
parties recognize that an International Customer may request to transfer
licenses for the purpose of consolidating licenses at its headquarters location
and centrally serving such consolidated licenses to remote
locations/Subsidiaries.  When an
International Customer makes such request and:  2


i)the headquarters and the remote
locations/Subsidiary include both Named and non-Named Accounts, and  ii)the parties agree to such
transfer consistent with Section 3.4.2,  the
parties agree to the following compensation with respect to the RLC/ALC
associated with the transferred licenses.  a)  The party responsible for the headquarters
location (which will therefore receive the future RLC/ALC revenue associated
with the transferred licenses) will compensate the other party as follows:  1)if the headquarters location
is a Named Account, the RLC royalty due to DS from IBM shall total [***] of the
RLC/ALC revenue received by IBM from the licenses transferred from non-Named
Accounts, during the period of time defined in (d) below;  2)if the headquarters location
is a non-Named Account, DS will pay IBM a fee amounting to [***] of the RLC/ALC
revenue received by DS from the licenses transferred from Named Accounts, during
the period of time defined in (d) below.  This
compensation as defined above is hereinafter collectively referred to as the Recurring
Charge Payment.  b)
The Recurring Charge Payment is a compensation for ongoing support to the
remote location/Subsidiary.  DS or IBM,
as applicable, directly or through its business partners, will assist the
remote location/Subsidiary with license transition and provide ongoing support,
including demand generation, through the end date of the Recurring Charge Payment
Period as defined in (d) below.  c)
The parties shall agree on the number of licenses to be transferred from each
remote location/Subsidiary, and the projected RLC/ALC revenue that would have
been received for those licenses from such location/Subsidiary, via the special
bid process as defined in the 1996 Agreement. 
The Recurring Charge Payment will be paid based on the number of
licenses and RLC/ALC revenue in the approved special bid.  d)
The start date for payment of the Recurring Charge Payment will be determined
on a country-by-country basis for each applicable remote location/Subsidiary,
and shall be the later of (i) the date the International Customer is
authorized to transfer licenses (such as by execution of a new contract or
transaction under an existing contract) or (ii) the country transition
date set forth in Exhibit 4 to Amendment 157 (as amended, if
applicable).  The Recurring Charge Payment
will cease twenty-four (24) months after the International Customer
authorization date (herein referred to as the Recurring Charge Payment Period).  The following example is provided to
illustrate the compensation obligation.  International
Customer (centralized in the US) authorization date:   September 30, 2007 Licenses
transferred from the UK and Germany  3


UK country transition date
  January 1,
  2007Germany country transition date
  January 1,
  2008  Recurring
Charge Payment Period: For the UK: 
begins on September 30, 2007 and ends on September 30, 2009 For Germany: 
begins on January 1, 2008 and ends on September 30, 2009  e)
At the end of the Recurring Charge Payment Period, (i) the RLC/ALC royalty
due to DS by IBM shall be [***] of the RLC/ALC revenue received by IBM from the
licenses transferred from non-Named Accounts, in accordance with the Royalties
terms set forth in the 1996 Agreement, and (ii) no further payment shall be
due to IBM by DS.  f)
Except as expressly provided for in this Section 3.4.2, no other compensation
on RLC/ALC revenue shall be due.  g)
DS will pay any RLC/ALC Payment due to IBM pursuant to a separate contract and/or
statement of work to an existing services contract, to implement the services
and support activities.  2.0  ENOVIA MatrixOne and DELMIA Joint Coverage
Model  Pursuant
to Section 10.2(ii) of Amendment 157, the parties have agreed on
implementation of a compensation model for ENOVIA MatrixOne and DELMIA Joint
coverage accounts.  The model begins with
IBM paying DS royalties of [***] of revenue from ENOVIA MatrixOne and DELMIA
product sales in the Jointly covered ENOVIA MatrixOne accounts and the Jointly
covered DELMIA accounts, leading to (i) implementation of the IBM Covered
model for ENOVIA MatrixOne Named Accounts and (ii) additional IBM
responsibilities for DELMIA Jointly covered accounts. Terms and royalties for
the foregoing are set forth in Exhibit A to this Amendment.  3.0  Collaborative Enterprise Sourcing (CES) and
Business Process Accelerators (BPAs)  DS
will license to IBM the CES and BPA product portfolios to market and sell as
Licensed Programs in all Named Accounts where the necessary pre-requisite DS
products have already been sold or are being sold with the BPA or CES sale, under
the Joint coverage model with a [***] royalty payment to DS.    The
CES and BPA products are added to the definition of New DS Product Brand
pursuant to Amendment 157.  The
responsibilities of the parties for the CES and BPA products shall be as set
forth in Exhibit A to this Amendment.  4.0  Royalties  a)
Section 10.4 of Amendment 157 is hereby amended so as to add that DS will
be compensated on the PLC revenue received by IBM and shall now read as follows:  10.4  Effective on the country transition date as
defined in Exhibit 4 thereof, IBM will pay DS a royalty of [***] of PLC
and recurring revenue streams recognized by IBM from accounts other than Named
Accounts located in such country.  4


b)
Payment to DS of the channel management fees will be made pursuant to a separate
services agreement and not with the royalty payments due under the 1996
Agreement, and Section 10.10 of Amendment 157 is hereby amended so as to
read as follows:  10.10  Payment to DS of channel management fees
shall be made pursuant to a separate agreement(s) and/or statement(s) of
work in the countries where the services are performed,  Except
as amended hereunder it is understood that all other terms of the 1996
Agreement, including all Attachments, Amendments and Exhibits thereto remain in
full force and effect.  If
any provision of this Amendment or the 1996 Agreement 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 DS 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:
  
  Agreed
  to:Dassault
  Systemes, S.A.
  
  International
  Business Machines CorporationBy:
  
  
  By:Authorized Signature
  
  
  Authorized SignatureName:
  Bruno
  Latchague
  
  Name:
  Albert
  BunshaftTitle:
  Executive
  Vice President, PLM Business Transformation
  
  Title:
  VP
  Worldwide Sales, Product Lifecycle ManagementDate:
  
  
  Date:  5


EXHIBIT
A  The following sets forth the terms to transition
MatrixOne Named Accounts from the Jointly Covered Model to the IBM Covered Model.  The model begins with IBM paying DS royalties of [***]
of revenue from ENOVIA MatrixOne and DELMIA product sales in the Jointly
covered ENOVIA MatrixOne accounts and the Jointly covered DELMIA accounts,
leading to (i) implementation of the IBM Covered model with IBM paying DS
royalties of [***] of revenue from ENOVIA MatrixOne Named Accounts and (ii) additional
IBM responsibilities for DELMIA Jointly covered accounts.  Coverage Responsibilities set forth in the chart
below:  In DELMIA Named Accounts that are not also MatrixOne
accounts, and subject to IBM review as set forth in item (2) under Additional
Detail below, is the DELMIA royalties will be a [***] model with the
responsibilities of the parties as set forth below.  Transition Period:The process of transtioning MatrixOne Accounts to the
IBM Covered model will be triggered by a new PLC or YLC sale or sales that
cumulatively are of at least [***].  A new license sale in accordance with the foregoing begins a 5 - 7 month
transition period (see item 4 under Additional Details, below) after which
the account coverage will be the IBM Covered [***] model.  Matrixone
  
  MatrixOne
  
  MatrixOne
  
  MatrixOne
  
  DELMIA*
  
  CES/BPA***
  
  ***
  
  ***
  
  ***
  
  ***All DELMIA
  
  All NamedJoint
  Accts
  
  Joint Accts
  
  Joint Accts
  
  IBM Covered
  
  Named Accts
  
  AcctsWhere IBMCurrent
  
  
  
  also sells/Prior
  to First
  
  At First PLC
  
  During
  
  Accts+
  
  
  
  has soldPLC
  or New
  
  Or New YLC
  
  Transition
  
  Transitioned
  
  (DELMIA
  
  the prereqYLC
  Sale
  
  Sale
  
  Period
  
  Accts
  
  NAL)
  
  DS productsIBM LPP or PRPQ
  
  PRPQ
  
  LPP
  
  LPP
  
  LPP
  
  LPP
  
  LPPCustomer Contract
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBMOrder
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBMDistribution
  
  DS
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBMLevel 1 Support
  
  DS
  
  IBM
  
  IBM
  
  IBM
  
  IBM
  
  IBMLevel 2,3 Support
  
  DS
  
  DS
  
  DS
  
  DS
  
  DS
  
  DSSales Lead
  
  DS
  
  DS
  
  IBM
  
  IBM
  
  DS
  
  DSTechnical Sales
  
  DS
  
  DS
  
  DS
  
  IBM
  
  DS
  
  DSSales Support
  
  IBM
  
  IBM
  
  DS**
  
  DS**
  
  IBM
  
  IBMRoyalty
  
  [***]
  
  [***]
  
  [***]
  
  [***]
  
  [***]
  
  [***]Development
  
  DS
  
  DS
  
  DS
  
  DS
  
  DS
  
  DS 
 * For DELMIA accounts
that are not also MatrixOne IBM Covered Named Accounts, this model is subject
to IBMs sole review after one (1) year ** Sales support shall be
consistent with the responsibilities under the 1996 Agreement  6


*** IBM intends to compensate and assess quota
attainment for the IBM PLM Sales team fully on total MatrixOne, DELMIA, CES and
BPA revenue.  Notes: (a) IBM does not have
the capability to provide FlexLM keys for the DELMIA Process Engineer and
Manufacturing Database (E5) products.  DS
(DELMIA) will provide keys for these E5 products until the Phase 2 portfolio,
when these products will be LUM based. 
IBM will coordinate with DS on the FlexLM key issuance for the E5
products, and will be responsible for full key management in Phase 2.  (b)  DELMIA D5 legacy
products are not planned to be announced as IBM program products.  Named Accounts desiring to continue to
purchase these legacy products through IBM would be handled through the current
PRPQ vendor ship program.  c)  DELMIA will continue under the [***] PRPQ
model until the IBM DELMIA licensed program product (LPP) is announced;
thereafter will be in the [***] model. 
Prior toannouncement of the LPP, IBM will determine on a
case-by-case basis if it can provide product fulfillment and Level 1 support to
DELMIA Named Accounts under the [***] model, and will proceed accordingly in
all cases where it can.  d) For MatrixOne and DELMIA
accounts on the NAL lists that have installed inventory, IBM and DS will
determine a schedule for the transition from DS to IBM.   Additional Detail  1)  MatrixOne
Accounts (including DELMIA in MatrixOne Accounts)  ·The additional MatrixOne Named Accounts are those
listed on the attachment; these accounts are: ·Joint Accounts where MatrixOne has
coverage ·IBM Covered Accounts where there is no
MatrixOne coverage; no transition period applies ·IBM will assign resources to the foregoing IBM Covered
and Joint MatrixOne Named Accounts ·The first PLC or new YLC transaction in a MatrixOne
Joint Account will be under the [***] model, ·The transition period will start at the
end of the month of the first PLC or new YLC transaction ·If the account is an existing MatrixOne
customer, the account will transition from DS to IBM in accordance with the
established transition process per the IBM/DS Transition Agreement (Amendment
157); DS will provide an updated inventory in support of the transition ·At the end of
the transition period (see 4 below), the account will be an IBM Covered
Account; royalties will be [***] ·DELMIA will be under the [***] model in all the DELMIA
Named Accounts List ·as appropriate, accounts will transition from DS to
IBM at the time of next PLC, YLC or RLC transaction; DS will provide IBM with
an updated inventory in support of the transition  2) Other DELMIA Accounts  For DELMIA Accounts that are not also MatrixOne IBM
Covered Named Accounts, DELMIA will be under the [***] model subject to IBMs
sole review at the end of one (1) year. 
IBM in its sole discretion may cease the [***] model based on its
assessment of factors including but not limited to (i) total number of new
IBM Named Accounts in all brands, (ii) additional loss of Named Accounts
resulting from DS actions, (iii) overall economic conditions, and (iv) amount
of DELMIA revenue generated. In case IBM decides to cease the [***] model, the
DELMIA Named Accounts where the model is ceased will be transitioned to DS coverage.  3)  MatrixOne
Account Transition Period  Quarterly
Model ·Transition Dates are end of month that follows quarter
close - Apr, July, Oct, and Jan  7


·Accounts transition based on month where the PLC
transaction that meets the applicable threshold or the YLC transaction that
meets the applicable threshold occurs after becoming Joint Account ·If close in 1st or 2nd month of quarter
transfer occurs in 6 and 5 months respectively ·If close in 3rd month of quarter transfer occurs in 7
months ·The parties will review account coverage, resource
staffing and quotas on a quarterly basis in accordance with the table below ·The transition decision will be based solely on IBM
account coverage on an account by account basis, staffing and quota; if the
quarterly review is satisfactory no further account review is required for
transfer of accounts and the transfer will proceed in accordance with the
schedule in the table below. ·The account review process will be separately defined
by the parties  Month
  
  Jan
  
  Feb
  
  Mar
  
  Apr
  
  May
  
  Jun
  
  July
  
  Aug
  
  Sept
  
  Oct
  
  Nov
  
  Dec1stPLC/YLC Transaction
  
  Jan
  
  Feb
  
  Mar
  
  Apr
  
  May
  
  Jun
  
  July
  
  Aug
  
  Sept
  
  Oct
  
  Nov
  
  DecAcct. Review
  
  Apr
  
  Apr
  
  July
  
  July
  
  July
  
  Oct
  
  Oct
  
  Oct
  
  Dec
  
  Dec
  
  Dec
  
  AprIBM Covered
  
  July
  
  July
  
  Oct
  
  Oct
  
  Oct
  
  Jan
  
  Jan
  
  Jan
  
  Apr
  
  Apr
  
  Apr
  
  JulyMonths toTransfer
  
  6
  
  5
  
  7
  
  6
  
  5
  
  7
  
  6
  
  5
  
  7
  
  6
  
  5
  
  7  8