##### 



Exhibit 4(a).1Any 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 ROYALTYPROGRAM
    
    
    
    STANDARD
    
    ADD-ON
    
    SHAREABLENUMBER
    
    PRODUCT NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCT5693-EC1
    
    CATIA-ELECTRICAL 3D DESIGN &
DOCUMENTATION 1 PRODUCT5691-CFO
    
    CATIA-CAST & FORGED PART
OPTIMIZER 2 PRODUCT5693-CFO
    
    CATIA-CAST & FORGED PART
OPTIMIZER 2 PRODUCT5691-ABT
    
    CATIA-AUTOMOTIVE BODY IN WHITE
TEMPLATES 2 PRODUCT
    
    [****]
    
    [****]
    
    [****]5693-ABT
    
    CATIA-AUTOMOTIVE BODY IN WHITE
TEMPLATES 2 PRODUCT5691-RP2
    
    CATIA-PREPARATION PRISMATIC
MACHINIST 2 CONFIGURATION5691-AM2
    
    CATIA-DESIGNER & ADVANCED
MACHINIST 2 CONFIGURATION
  2.0

The Configuration royalty for 5691-RM2 CATIA  Preparation Mold & Die Machinist 2
Configuration, added to the Agreement by a prior Amendment, has been changed to $11,000.




---



##### 



Exhibit 4(a).1Any 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 Royalty5626-NCB
    
    5693-NCG5626-NCB
    
    5691-NCG5626-NC3
    
    5693-SMG+PMG5626-NC3
    
    5691-SMG+PMG5626-NC5
    
    5693-SMG+PMG
    
    [****]5626-NC5
    
    5691-SMG+PMG5626-NC5
    
    5693-SMG+PMG+MMG5626-NC5
    
    5691-SMG+PMG+MMG5626-NC5
    
    5693-AMG5626-NC5
    
    5691-AMG
  5.0

ENOVIA Products  a)

Add the following Lifecycle Solutions products to Table D of Attachment XXIV: IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT5691-WDF
    
    ENOVIA  Workflow Definition ProductMigration from 5691-WFD
Migration from 5691-WFR5691-DER
    
    ENOVIA  VPM Design Engineer Configuration
    
    [****]
    
    [****]Migration from 5691-VERMigration from 5691-DEXMigration from 5691-CDXMigration from 5691-EGRMigration from5691-ADEMigration from 5691-CDE5691-ALV
    
    ENOVIA  All-in-One V5 VPM Configuration(For Marketing Use Only, not for Sale)
  b)

Add the following Hubs Solutions products to Table E of Attachment XXIV IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT5691-DGL
    
    MultiCax  IGES Plug-in Product
    
    
    
    [****]
  c)

Add the following eArchitecture Solution products to Table F of Attachment XXIV




---



##### 



Exhibit 4(a).1Any 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 ROYALTYPROGRAM
    
    
    
    STANDARD
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT5691-VAR
    
    ENOVIA  Vault Administration Configuration
    
    [****]
  5.0

Add the following WLS products to Table E on Attachment XXIII: IBM
    
    
    
    PLC Related RoyaltyProgram
    
    
    
    Std.
    
    Add-on
    
    Shareable
    
    EnterpriseNumber
    
    Product Name      # Users
    
    Config.
    
    Product
    
    Product
    
    Option
    
    ALC5691-EAS
    
    CATIA User Companion for
Extended Structural Analysis Product5795-EAS
    
    CATIA User Companion for
Extended Structural Analysis Product
    
    
    
    
    
    
    
    [****]5691-SMS
    
    CATIA User Companion for
Sheetmetal Product
    
    
    
    
    
    [****]5795-SMS
    
    CATIA User Companion for
Sheetmetal Product5691-CDS
    
    Companion Development Studio Product
 Add the following WLS migration path: From
    
    To
    
    Royalty5799-C96
    
    Companion Development Studio PRPQ
    
    5691-CDS
    
    Companion Development Studio Product
    
    [****]
  6.0

Add the following to Attachment XXV  SmarTeam Products IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    ADD-ON
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCT5691-PGM
    
    SMARTEAM  Program Management
Product5691-SPG
    
    SMARTEAM  Program Management
Configuration
    
    [****]
    
    [****]
    
    [****]5691-CIX
    
    SMARTEAM  CATIA Xtended Product5691-TDX
    
    CATIA Xtended Team PDM Configuration




---



##### 



Exhibit 4(a).1Any 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 Royalty5691-CAI SMARTEAM  CATIA Integration Product
    
    5691-CIX SMARTEAM -CATIA Xtended Product
    
    $
    05691-TDM CATIA 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).1Any 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 CorporationBy: /s/ Thibault de Tersant
    
    By: /s/ R. A. ArcoAuthorized Signature
    
    
    Authorized SignatureName:
    Thibault de Tersant
    
    Name:
    R. A. ArcoTitle:
    EVP & Chief Financial Officer
    
    Title:
    Manager, PLM Product Mgmt. & SupportDate:
    May 5, 2004
    
    Date:
    June 2, 2004