##### 



Exhibit 4(a).4Any 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 147
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
and
Dassault Systemes, S.A. 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 make available additional products from DELMIA and amend the 1996
Agreement for the purposes of making the changes associated with the foregoing. Now therefore, the parties agree to the following changes: 1.0  Licenses The following is added as Article (V) to the License Section V.  In addition to the other rights and licenses granted herein, IBM and its Licensed
Subsidiaries may sublicense the DELMIA-CENIT Programs only to Airbus S.A.S. (Airbus) and Airbus
Subsidiaries. 2.0  Section C.14 DELMIA Products, is amended to add the following DELMIA products to Attachment
XXV. The DELMIA-CENIT products set forth in this Amendment 147 will be announced on a PRPQ basis
and made available subject to paragraph (V) of the Section entitled Licenses. PLC RELATED ROYALTYSTANDARD
    
    ADD-ON
    
    SHAREABLEPRODUCT NAME
    
    CONFIGURATION
    
    PRODUCT
    
    PRODUCTDELMIA  CENIT FasTRIM
    
    
    
    [****]DELMIA  CENIT FasTIPDELMIA  CENIT cPost
 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.




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##### 



Exhibit 4(a).4Any 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 Signature
 Name:
    Thibault de Tersant
    
    Name:
    R. A. ArcoTitle:
    EVP & Chief Financial Officer
    
    Title:
    Director, PLM Product Mgmt. & SupportDate:
    October 7, 2004
    
    Date:
    October 18, 2004