NETIQ CORP S-1

S-1

FORM S-1

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-3.1A

CERTIFICATE OF INC. OF NETIQ

EX-3.1B

RESTATED CERT. OF INC. OF NETIQ

EX-3.2A

BYLAWS OF NETIQ

EX-3.2B

RESTATED BYLAWS OF NETIQ

EX-4.1

STOCK CERTIFICATE

EX-4.2

REGISTRATION RIGHTS AGREEMENT OF NETIQ

EX-5.1

FORM OPINION OF WILSON SONSINI GOODRICH & ROSATI

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

CHANGE OF CONTROL SEVERANCE AGREEMENT

EX-10.3A

NETIQ 1995 STOCK PLAN

EX-10.3B

NETIQ 1995 STOCK OPTION AGREEMENT

EX-10.3C

NETIQ DIRECTOR OPTION AGREEMENT

EX-10.4A

NETIQ 1999 EMPLOYEE STOCK OPTION PLAN

EX-10.4B

1999 EMPLOYEE STOCK PLAN SUBSCRIPTION AGREEMENT

EX-10.5A

SUMMIT SOFTWARE CO. BASIC SCRIPT LICENSE AGREEMENT

EX-10.5B

AMENDMENT TO BASIC SCRIPT LICENSE AGREEMENT

EX-10.6

SOFTWARE DIST. AGREEMENT BETWEEN TECH DATA & NETIQ

EX-10.7

AGREEMENT OF SUBLEASE

EX-10.8

CONFIDENTIAL SETTLEMENT AGREEMENT

EX-21.1

NETIQ SUBSIDIARIES

EX-27.1

FINANCIAL DATA SCHEDULE