Exhibit 4(a)4  



	 	 	Any text removed pursuant to the Company's confidential treatment has been separately submitted with the U.S. Securities and Exchange Commission and is marked [***] herein.




Amendment 156

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, each a "party" and collectively the "parties". 



        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,
IBM is providing certain licenses and services to Ford for certain OWNER Licensed Programs in connection with the IBM-Ford CATIA and ENOVIA Global License Agreement
("GLA"), and the parties have previously amended this Agreement to address specific requirements from Ford associated with the GLA. 


        Whereas,
Ford wishes to extend the GLA and enhance the business relationship model with the parties. 


        Whereas,
Ford, IBM and OWNER have jointly worked to identify roles and responsibilities to meet Ford requirements. 


        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: 


        The
following is added to Section C.17 Ford Motor Company Program. 


        C.17.7 In
response to Ford requirements, the parties agree to the following: 



C.17.7.1 IBM
shall be responsible for the following: 


	(a)
	on
an annual basis, the equivalent of a total of one full-time headcount to manage (1) the GLA (e.g., billing coordination, resolution of payment issues,
liaison to Ford GLA team), (2) manage the global Ford account from a sales perspective, and (3) work with Ford to identify and evaluate new IBM PLM software opportunities and provide
commercially reasonable assistance to Ford in acquisition of such software;



	(b)
	product
delivery;



	(c)
	Level 1
technical support; and,



	(d)
	software
license key issuance 




C.17.7.2 OWNER
shall be responsible for the FORD support outlined below or agreed upon between IBM and OWNER, or between FORD and OWNER, other than the IBM responsibilities identified in
C.17.7.1. These support responsibilities include: 


	(a)
	all
presales and post-sale technical marketing and application engineer support;



	(b)
	Level 2
and Level 3 technical support;



	(c)
	identifying
PLM solution requirements related to Ford technology and business process architecture; and,



	(d)
	PLM
solution adoption at Ford. 



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C.17.7.3 In
consideration for the additional responsibilities required of OWNER in support of Ford, IBM shall pay OWNER a royalty of  [***] of the revenue received from Ford (including Mazda) under the GLA, for
sublicense of the Licensed Programs, including the
Ford Licensed Program, for the period from June 30, 2006, through June 30, 2011, subject to the terms of C.17.7.4. This royalty is an incremental  [***] above the [***] revenue share set forth in
Section 2.A.1 of the Royalties Section. 


C.17.7.4 If
(a) IBM is required to provide more support than what is identified in C.17.7.1 because of OWNER failure to provide the support outlined in C.17.7.2, or support
otherwise agreed upon, or (b) Mazda acquires Licensed Programs from other than IBM, the parties agree to promptly negotiate an appropriate reduction in the incremental royalty due DS. 


IBM
shall notify DS in writing (email or letter) when either (a) or (b) above occurs. In case an agreement on a new incremental royalty has not been reached within 60 days,
beginning with the next royalty payment due OWNER for revenue received by IBM associated with the GLA, IBM shall pay DS only the contractual royalty of  [***] of revenue until the new incremental royalty
percentage is mutually agreed. At that time, IBM will determine the amount of
incremental royalty due OWNER, if any, for the period from 60 days after the date of notification to the date of agreement on the new incremental royalty percentage. Payment shall be made to
OWNER by adjustment to the subsequent months' royalty payment. 




        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	
 	

By:	

/s/  R.A. ARCO      
Authorized Signature
	
 Name: Thibault de Tersant	
 	

Name: R. A. Arco
	
 Title: Chief Financial Officer and Executive Vice President	
 	

Title: Director, PLM Product Mgmt. & WW Technical Support
	
 Date: November 22, 2006	
 	

Date: November 12, 2006




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