##### 



Exhibit 4(a).3Any 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 146
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-TG1
    
    CATIA-TOOLING DESIGN 1 PRODUCT5691-TG1
    
    CATIA-TOOLING DESIGN 1 PRODUCT5693-CD1
    
    CATIA-INSTANT COLLABORATIVE
DESIGN 1 PRODUCT5691-CD1
    
    CATIA-INSTANT COLLABORATIVE
DESIGN 1 PRODUCT5693-IMA
    
    CATIA-IMAGINE AND SHAPE 2 PRODUCT
    
    
    
    [****]5691-IMA
    
    CATIA-IMAGINE AND SHAPE 2 PRODUCT5693-MPG
    
    CATIA-MULTI-POCKET MACHINING 2 PRODUCT5691-MPG
    
    CATIA-MULTI-POCKET MACHINING 2 PRODUCT5693-MLG
    
    CATIA-MULTI-SLIDE LATHE
MACHINING 2 PRODUCT5691-MLG
    
    CATIA-MULTI-SLIDE LATHE
MACHINING 2 PRODUCT




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##### 



Exhibit 4(a).3Any 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.
  2.0  Add the following to Table C. V4 and V5 Migration Paths and Royalty Upgrade Charges  US
Royalty Table of Attachment XXIII: From
    
    To
    
    New Royalty5626-ADD
    
    5691-YM2
    
    [****]5626-ADD
    
    5691-XM2
 3.0  The
royalty on 5691-CV2, licensed by a prior amendment, is changed from $8,000 to $10,500. 4.0  ENOVIA Products a)  Add the following DMU products to Table A of Attachment XXIV: IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    ADD-ON
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCT5691-FAR
    
    DMU Fastening Review 25693-FAR
    
    DMU Fastening Review 2
    
    
    
    [****]
 b)  Table D of Attachment XXIV is renamed to V5 VPM and LCA Solutions, and the following V5 VPM
products: IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    ADD-ON
    
    SHAREABLENUMBER
    
    PROGRAM NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCT5691-WPE
    
    ENOVIA  VPM Workpackage Exchange
Product5693-WPE
    
    ENOVIA  VPM Workpackage Exchange
Product5691-VIC
    
    ENOVIA  VPM Instant Collaboration
Product5693-VIC
    
    ENOVIA  VPM Instant Collaboration
Product5691-VDM
    
    VPM DMU Review Configuration
Migration from 5691-MGR5691-LCR
    
    LCA Product Lifecycle Review Configuration
    
    
    
    [****]Migration from 5691-CURMigration from 5691-REXMigration from 5691-REV5691-LCM
    
    LCA Product Lifecycle Management ConfigurationMigration from 5691-LCRMigration from 5691-CURMigration from 5691-REXMigration from 5691-REVMigration from 5691-MGRMigration from 5691-MSXMigration from 5691-MSS




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##### 



Exhibit 4(a).3Any 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.
  c)  The following ENOVIA Products are renamed FROM
    
    TO5691-WFM ENOVIA  Workflow Management
    
    5691-WFM ENOVIA  LCA Workflow Management Product5691-WDF ENOVIA  Workflow Definition
    
    5691-WDF ENOVIA  LCA Workflow Definition Product5691-DER ENOVIA  VPM Design Engineer Config
    
    5691-DER ENOVIA  VPM Product Design Configuration5691-I3C ENOVIA  3d com Instant Collaboration
    
    5691-I3C ENOVIA  Instant Collaboration Product
 5.0  WLS Products (a)  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
    
    Option5691-CIS
    
    SMARTEAM User Companion forCATIA Integration Product
    
    
    
    
    
    [****]5795-CIS
    
    SMARTEAM User Companion for
CATIA Integration Product
    
    
    
    
    
    
    
    $
    20
 (b)  Section C.10.12.2, added by Amendment 139, is renamed from CATIA Web-based Learning
Solutions to Web-based Learning Solutions and is further modified as follows:  (i)   C.10.12.2(f) is modified to delete
Notwithstanding the foregoing. . .  and substitute
Notwithstanding the other terms of Section C.10.12.2. . .
(ii)  add item (g) SMARTEAM WLS Enterprise Option
The Enterprise Option on SMARTEAM UserCompanion Configuration (5795-SUC) and SMARTEAM User
Companion for CATIA Integration (5795-CIS) shall be licensed to customers under the following
terms:  For 5795-SUC a.  Customers must have either a quantity of 3 or more of any combination of the following
SMARTEAM V5R14 configurations / products installed or on order: 

SMARTEAM  Editor Configuration (SED)

SMARTEAM  Engineering Configuration (SEG)

SMARTEAM  FDA Compliance Configuration (SFA)

SMARTEAM  Multi-site Administration Configuration (SMA)

CATIA Team PDM Configuration (TDM)

SMARTEAM  Development Suite Configuration (SDV)

SMARTEAM  Gateway Administration Configuration (SGA)

SMARTEAM  Electronics Configuration (SET)

SMARTEAM  Worklflow Product (WFL), or, a quantity of 3 or more CATIA Team PDM Configurations(TD1) installed.b.  5795-SUC is licensed to customers on a one-to-one (1:1) basis for each installed or
on order V14 configuration or product from the above list above, or for each installed TD1
configuration  For 5795-CIS a.  Customers must have a quantity of 3 or more of any combination of the following SMARTEAM
V5R14 configurations / products installed or on order: 

CATIA Team PDM Configuration (TDM)




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##### 



Exhibit 4(a).3Any 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.
  

SMARTEAM  CATIA Integration Product (CAI)  b.  5795-CIS is licensed to customers on a one-to-one (1:1) basis for each installed or on
order V14 configuration or product from the above list above. 6.0  CAA RADE Products The following CAA RADE Configurations are added to Table A of Attachment XXVII: IBM
    
    
    
    PLC RELATED ROYALTYPROGRAM
    
    
    
    STANDARD
    
    ADD-ON
    
    SHAREABLENUMBER
    
    PRODUCT NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCT5693-ITC
    
    CAA  Interactive Test Capture
    
    N/A
    
    $
    4,000
    
    
    N/A
 The following CAA RADE migrations are added: FROM V4 PRODUCTS
    
    TO V5 PRODUCTS
    
    ROYALTY5626-CAD
    
    5691-CDC + 5693-ITC5626-CAD
    
    5691-CDV + 5693-ITC
    
    [****]5626-ATT
    
    5693-ITC
 7.0  The DELMIA Named Accounts list, set forth in Exhibit 1 to Amendment 138, is amended to add the
following customers. Prior written approval to add these customers to the DELMIA Named Accounts
has been provided by DELMIA pursuant to the terms of this Agreement. Geo
    
    Country
    
    A/C NameAP
    
    [****]
    
    [****]
 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).




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##### 



Exhibit 4(a).3Any 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.
  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/ Bernard Charlès
    
    By:
    /s/ R. A. ArcoAuthorized Signature
    
    
    Authorized Signature
  Name:
    Bernard Charlès
    
    Name:
    R. A. ArcoTitle:
    President and Chief Executive Officer
    
    Title:
    Manager, PLM Product Mgmt. & SupportDate:
    August 25, 2004
    
    Date:
    September 2, 2004