INTRALINKS INC S-1

FORM S-1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED BY-LAWS OF THE REGISTRANT

1997 STOCK INCENTIVE PLAN

REGISTRATION RIGHTS AGREEMENT DATED 12/18/1997

2ND AMEND TO REG RIGHTS AGREEMENT DATED 10/9/1998

2ND AMENDED & RESTATED REG RIGHTS AGMNT 6/30/1999

AMENDED & RESTATED SHAREHOLDERS' AGMNT 6/30/1999

EMPLOYMENT AGREEMENT DATED 7/7/1997

EMPLOYMENT AGREEMENT DATED 7/7/1997

EMPLOYMENT AGREEMENT DATED 7/7/1997

EMPLOYMENT AGREEMENT DATED 10/9/1997

CONSULTING AGREEMENT BTWN REGISTRANT & J. SCULLEY

OFFICE LEASE

ASSIGNMENT OF LEASE

IBM CUSTOMER AGREEMENT STATEMENT DATED 2/25/1999

WARRANT TO PURCHASE COMMON STOCK DATED 12/18/1997

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES B SHRES DATED 8/20/1998

WARRANT TO PURCHASE SERIES C SHRES DATED 4/13/1999

WARRANT TO PURCHASE SERIES C SHRES DATED 4/13/1999

WARRANT TO PURCHASE COMMON STOCK DATED 6/30/1999

WARRANT TO PURCHASE COMMON STOCK DATED 6/30/1999

WARRANT TO PURCHASE COMMON STOCK DATED 6/30/1999

WARRANT TO PURCHASE COMMON STOCK DATED 10/2/1999

WARRANT TO PURCHASE COMMON STOCK DATED 6/10/1997

WARRANT TO PURCHASE COMMON STOCK DATED 9/1/1997

WARRANT TO PURCHASE COMMON STOCK DATED 9/9/1997

WARRANT TO PURCHASE COMMON STOCK DATED 9/16/1998

WARRANT TO PURCHASE COMMON STOCK DATED 9/9/1997

SUBSIDIARIES OF REGISTRANT

CONSENT OF KPMG INDEPENDENT AUDITORS

FINANCIAL DATA SCHEDULE

FORM S-1