Exhibit 4(a).2

Amendment 140

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, provide for the announcement of SmarTeam Products as licensed program products, and update certain terms and conditions.

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:

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

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).2

* 5799-H10 has only a YLC royalty of [* * *]

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

4.0  Modifications to Amendment 106 of the 1996 agreement

a)  The parties agree that the Unique PLC Discount Schedule for CATIA P1 products established by Item 7.0 of Amendment 119 is hereby deleted, and that all CATIA products shall be subject to the discount schedule set forth in Table T of Amendment 106.

b)  Add a new section C.16 CATIA Student Version

Exhibit 4(a).2

5.0 ENOVIA Products

a) The following ENOVIA - DMU Navigator Solutions products are added to Table A of Attachment XXIV:

b) The following 3d com Navigator Solutions products are added to Table C of Attachment XXIV:

c) Add the following Lifecycle Solutions products to Table D of Attachment XXIV:

d) Add the following Hubs Solutions products to Table E of Attachment XXIV

Exhibit 4(a).2

6.0   SmarTeam Products

a)  Beginning with this Amendment, IBM will announce the SmarTeam products currently licensed under this Agreement as well as all new SmarTeam products as Generally Available on a licensed program product basis, unless otherwise indicated. The SmarTeam products licensed on a licensed program product basis shall be sublicensed to end users as Standard Configurations, Add-On Products, or Shareable Products.

b)  Add the following to Attachment XXV - SmarTeam Products.

c)  Section C.13.2 is deleted in its entirety.

d)  As licensed program products, certain of the exceptions to the CATIA V5 terms set forth in Section C.13.3 (initially added in Amendment 124 and subsequently modified in later Amendments) no longer are applicable. As a result, the following changes are made to Section C.13.3

[* * *]

[* * *]

7.0  CAA RADE Products

Add the following as Section C.15.3:

Exhibit 4(a).2

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.