##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

Exhibit 4(a).5

Amendment 143

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 Agreement.

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:

1.0The
following products are added to Table A. of
Attachment XXIII:

|         |  |              |                                              |                     |  |         |  |           |  |       |  |  |  |  |  | 
|-------- |  | ------------ | -------------------------------------------- | ------------------- |  | ------- |  | --------- |  | ----- |  |  |  |  |  | 
|         |  |              |                                              |                    
|         |  |              |                                              | PLC RELATED ROYALTY
|IBM      |  |              |                                              |                    
|PROGRAM  |  |              |                                              | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PRODUCT NAME |                                              | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|         |  |              |                                              |                     |  |         |  |           |  |       |  |  |  |  |  | 
|5691-FM1 |  |              | CATIA-FUNCTIONAL MOLDED PARTS 1 PRODUCT      |                     |  |         |  |           |  | [***] |  |  |  |  | 
|5693-FM1 |  |              | CATIA-FUNCTIONAL MOLDED PARTS 1 PRODUCT      |                     |  |         |  |           |  |       |  |  |  |  | 
|5691-DL1 |  |              | CATIA-DEVELOPED SHAPES 1 PRODUCT             |                     |  |         |  |           |  |       |  |  |  |  | 
|5693-DL1 |  |              | CATIA-DEVELOPED SHAPES 1 PRODUCT             |                     |  |         |  |           |  |       |  |  |  |  | 
|5691-CNA |  |              | CATIA-COMPARTMENT & ACCESS 2 PRODUCT         |                     |  |         |  |           |  |       |  |  |  |  | 
|5693-CNA |  |              | CATIA-COMPARTMENT & ACCESS 2 PRODUCT         |                     |  |         |  |           |  |       |  |  |  |  | 
|5691-SDD |  |              | CATIA-SHIP STRUCTURE DETAIL DESIGN 2 PRODUCT |                     |  |         |  |           |  |       |  |  |  |  | 
|5693-SDD |  |              | CATIA-SHIP STRUCTURE DETAIL DESIGN 2 PRODUCT |                     |  |         |  |           |  |       |  |  |  |  | 



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##### 



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.

Exhibit 4(a).5

2.0 Add the following to Table C. V4 to V5 Migration Paths and Royalty Upgrade Charges - US Royalty Table of Attachment XXIII:

|                         |  |                         |  |            |       | 
|------------------------ |  | ----------------------- |  | ---------- | ----- | 
|                        
|(IBM                     |  | (IBM                    |  | W/S to W/S
|PROGRAM                  |  | PROGRAM                 |  | UPGRADE   
|NUMBER)                  |  | NUMBER)                 |  | ROYALTY   
|                        
|From V4 Products5626-DEV |  | To V5 Products
5691-DL1 |  |            | [***]

3.0 The following changes are made to previously announced products: (a) the migrations from 5626-SUR to 5693-GSD
and to 5691-GSD are changed so that the migrations are now to
5693-GSD+FS1 and 5691-GSD+FS1, with no change in royalties; and (b)
for the migrations from 5626-ELW to 5693-EHI and 5691-EHI the
royalty for each is changed to [***]

4.0 Web-based Learning Solutions

Add the following to Table E on Attachment XXIII:

|         |  |                                       |  |                     |  |         |  |           |  |            |  |  |  |  |       |  |  | 
|-------- |  | ------------------------------------- |  | ------------------- |  | ------- |  | --------- |  | ---------- |  |  |  |  | ----- |  |  | 
|         |  |                                       |  |                     |  |         |  |           |  |            |  | 
|         |  |                                       |  | PLC Related
Royalty
|IBM      |  |                                       |  |                    
|Program  |  | Product                               |  | Std.                |  | Add-on  |  | Shareable |  | Enterprise
|Number   |  | Name                                  |  | Config.             |  | Product |  | Product   |  | Option    
|        
|5691-SUC |  | SMARTEAM User Companion
Configuration |  | [***]               |  |         |  |           |  |            |  |  |  |  |       | 
|5795-SUC |  | SMARTEAM User Companion
Configuration |  |                     |  |         |  |           |  |            |  |  |  |  | [***] | 

5.0. Add the following 3dcom Navigator
Solutions to Table C of Attachment XXIV:

|         |  |                                                  |  |                     |     |           |  |  |       | 
|-------- |  | ------------------------------------------------ |  | ------------------- | --- | --------- |  |  | ----- | 
|         |  |                                                  |  |                    
|         |  |                                                  |  | PLC RELATED ROYALTY
|IBM      |  |                                                  |  |                    
|PROGRAM  |  |                                                  |  | STANDARD            |     | SHAREABLE
|NUMBER   |  | PROGRAM NAME                                     |  | CONFIGURATION       |     | PRODUCT  
|        
|5691-I3C |  | ENOVIA - 3DCOM Instant Collaboration
    Product |  |                     | N/A |           |  |  | [***] | 

6.0 Changes and Corrections in Royalties

a) The royalty listed in Amendment 140
for 5691-SFA SMARTEAM - FDA Compliance
Configuration, was incorrectly stated as [***] The parties agree
that the correct royalty is [***]
b) Amendment 142 added the 5691-CUR
Upgrade from 5691-REV. Following announcement of this upgrade,
there has been a change to the royalty amount set forth in
amendment 142. The royalty is changed from [***]

7.0 SmarTeam Customer Conversion

The following is added as C.13.3.11 under
Section C.13 - SmarTeam Products:

C.13.3.11 In 2002, the parties agreed to
implement a program to support migration of certain ST direct
customers in the United States and Canada from ST to IBM license
agreements. This activity was a continuation of a migration that
began following the OWNER acquisition of ST and the addition of
the ST products to the 1996 Agreement.

[***] the parties have agreed to the following:



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) for those potential new direct ST customers
engaged in discussions with ST or its non-IBM channel as of
November 1, 2002, and as identified in Exhibit A to
this Amendment 143, IBM will pay OWNER added royalties





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##### 



| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

Exhibit 4(a).5

| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | equal to [***] received by IBM from November 1, 2002 through
October 31, 2003,                                                                                                                                           
|
| | (b) for existing ST customers, IBM will
pay OWNER added royalties
of [***]
received by IBM
for the first twelve (12) months following customer conversion, [***],
provided that the RLC begins prior to November 1, 2003.

IBM shall pay OWNER amounts due pursuant to the
above on a quarterly basis beginning the earlier of
(1) when there is an aggregate amount due OWNER of [***],
or (2) the October 2003 royalty payment cycle. After the
initial payment, amounts due shall be paid within sixty
(60) days following the close of a calendar quarter. All
payments shall be made by adjustment to royalties due OWNER.

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).

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 |                                                      
|Authorized Signature                            |                         | Authorized Signature                                 
|                                               
|Name: Thibault de Tersant                       |                         | Name: R. A. Arco                                     
|                                               
|Title: Chief Financial Officer and Executive VP |                         | Title: Manager, PLM Product Mgmt. & Support          
|                                               
|Date:                                           | Nov 25, 2003            |                                                      





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\

| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.



Exhibit 4(a).5


Exhibit A

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