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Delaware		7372		22-3447504
(State of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Philip J. Niehoff, Esq.		William J. Whelan, III, Esq.
John R. Sagan, Esq.		LizabethAnn R. Eisen, Esq.
Mayer, Brown, Rowe & Maw LLP		Cravath, Swaine & Moore LLP
71 South Wacker Drive		825 Eighth Avenue
Chicago, Illinois 60606		New York, New York 10019
(312) 782-0600		(212) 474-1000

Title of Each Class of		Proposed Maximum		Amount of
Securities to Be Registered		Aggregate Offering Price		Registration Fee(1)
Common Stock, par value $0.01 per share		$185,277,781		$19,825(2)

(1)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	$16,050 previously paid.

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The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Underwriting

Proceeds to

Discounts and

Proceeds to

Selling

Price to Public

Commissions

CommVault

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.

	Thomas Weisel Partners LLC

	RBC Capital Markets

	C.E. Unterberg, Towbin

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		Page
Prospectus Summary			1
Risk Factors			14
Forward-Looking Statements			30
Use of Proceeds			31
Dividend Policy			31
Capitalization			32
Dilution			35
Selected Financial Data			37
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Business			58
Management			71
The Concurrent Private Placement			82
Principal and Selling Stockholders			83
Certain Relationships and Related Party Transactions			86
Description of Capital Stock			88
Shares Eligible for Future Sale			93
Certain United States Federal Tax Considerations to Non-U.S. Holders			96
Underwriting			99
Legal Matters			106
Experts			106
Where You Can Find More Information			107
Index to Consolidated Financial Statements and Schedule			F-1
EX-10.18: SOFTWARE LICENSE AGREEMENT
EX-10.19: ADDENDUM ONE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.20: ADDENDUM TWO TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.21: ADDENDUM THREE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.22: ADDENDUM FIVE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.23: RESELLER AGREEMENT
EX-10.31: WAIVER AGREEMENT
EX-23.1: CONSENT OF ERNST & YOUNG LLP

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	•	the unpredictability of the timing and magnitude of orders for our software applications — during fiscal 2005 and 2006 and the three months ended June 30, 2006, a majority of our quarterly revenues was earned and recorded near the end of each quarter;
	•	the possibility that our customers may cancel, defer or limit purchases as a result of reduced information technology budgets;
	•	the possibility that our customers may defer purchases of our software applications in anticipation of new software applications or updates from us or our competitors;
	•	the ability of our original equipment manufacturers and resellers to meet their sales objectives;
	•	market acceptance of our new applications and enhancements;
	•	our ability to control expenses;
	•	changes in our pricing and distribution terms or those of our competitors;
	•	the demands on our management, sales force and services infrastructure as a result of the introduction of new software applications or updates; and
	•	the possibility that our business will be adversely affected as a result of the threat of terrorism or military actions taken by the United States or its allies.

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	•	our customers’ budgetary constraints;
	•	the timing of our customers’ budget cycles and approval processes;
	•	our customers’ willingness to replace their current software solutions;
	•	our need to educate potential customers about the uses and benefits of our products and services; and
	•	the timing of the expiration of our customers’ current license agreements or outsourcing agreements for similar services.

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	•	continuing to retain, motivate and manage our existing employees and attract and integrate new employees;
	•	continuing to provide a high level of services to an increasing number of customers;
	•	maintaining the quality of product and services offerings while controlling our expenses;
	•	developing new sales channels that broaden the distribution of our software applications and services; and
	•	developing, implementing and improving our operational, financial, accounting and other internal systems and controls on a timely basis.

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	•	competitive pricing pressure on the rates that we can charge for our services;
	•	the complexity of our customers’ information technology environments and the existence of multiple non-integrated legacy databases;
	•	the resources directed by our customers to their implementation projects; and
	•	the extent to which outside consulting organizations provide services directly to customers.

	•	difficulties in staffing and managing our international operations;
	•	foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls;
	•	general economic conditions in the countries in which we operate, including seasonal reductions in business activity in the summer months in Europe and in other periods in other countries, could have an adverse effect on our earnings from operations in those countries;
	•	imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements may occur, including those pertaining to export duties and quotas, trade and employment restrictions;
	•	longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;
	•	competition from local suppliers;
	•	costs and delays associated with developing software in multiple languages; and
	•	political unrest, war or acts of terrorism.

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	•	patents;
	•	copyright and trademark laws;
	•	trade secrets;

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	•	confidentiality procedures; and
	•	contractual provisions.

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	•	diversion of management’s attention during the acquisition and integration process;
	•	costs, delays and difficulties of integrating the acquired company’s operations, technologies and personnel into our existing operations and organization;
	•	adverse impact on earnings as a result of amortizing the acquired company’s intangible assets or impairment charges related to write-downs of goodwill related to acquisitions;
	•	issuances of equity securities to pay for acquisitions, which may be dilutive to existing stockholders;
	•	potential loss of customers or key employees of acquired companies;
	•	impact on our financial condition due to the timing of the acquisition or our failure to meet operating expectations for acquired businesses; and
	•	assumption of unknown liabilities of the acquired company.

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	•	variations in our quarterly or annual operating results;
	•	changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by securities analysts following our business;
	•	the public’s response to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;
	•	changes in accounting standards, policies, guidance or interpretations or principles;
	•	sales of common stock by our directors, officers and significant stockholders;
	•	announcements of technological innovations or enhanced or new products by us or our competitors;
	•	our failure to achieve operating results consistent with securities analysts’ projections;
	•	the operating and stock price performance of other companies that investors may deem comparable to us;
	•	broad market and industry factors; and
	•	other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

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	•	our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval;
	•	a classified board in which only a third of the total board members will be elected at each annual stockholder meeting;
	•	advance notice requirements for stockholder proposals and nominations; and
	•	limitations on convening stockholder meetings.

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	•	on an actual basis;
	•	on a pro forma basis after giving effect to each of the following events as if each had occurred at June 30, 2006:

	•	the conversion of all outstanding shares of our preferred stock into a total of 16,019,480 shares of common stock upon the closing of this offering;
	•	the amount payable totaling $101.8 million reflecting the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock upon the completion of this offering (including accrued dividends, and assuming the offering is completed on September 26, 2006);
	•	the borrowing of $15.0 million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock;
	•	the use of $10.7 million of our existing cash and cash equivalents in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of 102,640 shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise approximately $1.4 million in proceeds from the concurrent private placement.

	•	on a pro forma as adjusted basis after giving effect to our receipt of the net proceeds from our sale of 6,148,148 shares of common stock in this offering at an assumed public offering price of $13.50 (the midpoint of the estimated price range shown on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as if it had occurred at June 30, 2006.

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					As of June 30, 2006
													Pro Forma As
					Actual				Pro Forma				Adjusted(1)
					(In thousands, except share and
					per share amounts)
Cash and cash equivalents					$	53,501			$	42,785			$	42,785
Term loan					$	—			$	15,000			$	15,000
Long-term debt:
Cumulative redeemable convertible preferred stock, $0.01 par value per share, authorized in Series A, B, C, D and E: 7,000,000 total shares authorized, 3,166,254 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					$	100,579			$	—			$	—
Stockholders’ equity (deficit):
	Convertible preferred stock, $0.01 par value per share, authorized in Series AA, BB and CC: 22,150,000 total shares authorized, 19,251,820 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					94,352				—				—
	Preferred stock, $0.01 par value per share, no shares authorized, issued or outstanding, actual or pro forma; 50,000,000 shares authorized, no shares issued or outstanding, pro forma as adjusted					—				—				—
	Common stock, par value $0.01 per share, 60,425,000 shares authorized, 19,380,760 shares issued and outstanding, actual; 60,425,000 shares authorized, 35,502,880 shares issued and outstanding, pro forma; 250,000,000 shares authorized, 41,651,028 shares issued and outstanding, pro forma as adjusted					194				355				417
	Additional paid-in capital					—				94,364				167,633
	Accumulated deficit					(165,109	)			(165,109	)			(165,109	)
	Accumulated other comprehensive income					200				200				200
		Total stockholders’ equity (deficit)				(70,363	)			(70,190	)			3,141
			Total capitalization		$	30,216			$	(70,190	)		$	3,141

(1)

A $1.00 increase in the assumed initial public offering price of $13.50 per share would increase each of cash and cash equivalents, additional paid-in capital and total capitalization by $5.8 million and would decrease both borrowings under our new term loan and total stockholders’ deficit by $5.8 million assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $13.50 per share would decrease cash and cash equivalents by $0.8 million, additional paid-in capital and total capitalization by $5.8 million and would increase assumed borrowings under our new term loan by $5.0 million and total stockholders’ deficit by $5.8 million assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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	Share information above excludes:

	•	352,219 shares of common stock available for issuance under our 1996 Stock Option Plan, including 7,700,801 shares of common stock issuable upon exercise of outstanding stock options as of June 30, 2006 at a weighted average exercise price of $5.76 per share; and
	•	4,000,000 shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

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	•	the conversion of all outstanding shares of our preferred stock into a total of 16,019,480 shares of common stock;
	•	the amount payable totaling $101.8 million reflecting the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the offering is completed on September 26, 2006);
	•	the borrowing of $15.0 million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock;
	•	the use of $10.7 million of our existing cash and cash equivalents in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of 102,640 shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise approximately $1.4 million in proceeds from the concurrent private placement.

Assumed initial public offering price per share							$	13.50
	Pro forma net tangible book value per share as of June 30, 2006		$	(1.98	)
	Increase per share attributable to new investors			2.06
Pro forma as adjusted net tangible book value per share after this offering								0.08
Dilution per share to new investors							$	13.42

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			Shares Purchased								Total Consideration								Average
																			Price per
			Number				Percent				Amount				Percent				Share
			(In thousands, except share and per share data)
Existing stockholders				29,485,830				82.7	%		$	105,458				56.0	%		$	3.58
New investors				6,148,148				17.3				83,000				44.0				13.50
	Total			35,633,978				100.0	%		$	188,458				100.0	%		$	5.29

	•	352,219 shares of common stock available for issuance under our 1996 Stock Option Plan, including 7,700,801 shares of common stock issuable upon exercise of outstanding stock options as of June 30, 2006 at a weighted average exercise price of $5.76 per share; and
	•	4,000,000 shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

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																									For the
																									Three Months Ended
					For the Year Ended March 31,																				June 30,
					2002				2003				2004				2005				2006				2005				2006
					(In thousands, except per share data)
Statement of Operations Data:
Revenues:
	Software:
		QiNetix			$	17,460			$	29,485			$	39,474			$	49,598			$	62,422			$	12,463			$	18,788
		Vault 98				314				—				—				—				—				—				—
			Total software			17,774				29,485				39,474				49,598				62,422				12,463				18,788
	Services					11,677				14,840				21,772				33,031				47,050				9,660				14,734
	Hardware, supplies and other					1,397				94				—				—				—				—				—
			Total revenues			30,848				44,419				61,246				82,629				109,472				22,123				33,522
Cost of revenues:
	QiNetix software					255				932				1,168				1,497				1,764				337				272
	Vault 98 software					1				—				—				—				—				—				—
	Services					6,449				6,095				8,049				9,975				13,231				2,683				4,513
	Hardware, supplies and other					1,146				72				—				—				—				—				—
			Total cost of revenues			7,851				7,099				9,217				11,472				14,995				3,020				4,785
Gross margin						22,997				37,320				52,029				71,157				94,477				19,103				28,737
Operating expenses:
	Sales and marketing					27,352				29,842				37,592				43,248				51,326				11,853				15,307
	Research and development					15,867				16,153				16,214				17,239				19,301				4,338				5,418
	General and administrative					6,291				6,332				8,599				8,955				12,275				3,081				4,653
	Depreciation and amortization					3,021				1,752				1,396				1,390				1,623				383				497
	Goodwill impairment					1,194				—				—				—				—				—				—
Income (loss) from operations						(30,728	)			(16,759	)			(11,772	)			325				9,952				(552	)			2,862
Interest expense						(22	)			—				(60	)			(14	)			(7	)			(4	)			—
Interest income						631				297				134				346				1,262				175				524
Income (loss) before income taxes						(30,119	)			(16,462	)			(11,698	)			657				11,207				(381	)			3,386
Income tax (expense) benefit						232				52				—				(174	)			(451	)			16				(45	)
Net income (loss)						(29,887	)			(16,410	)			(11,698	)			483				10,756				(365	)			3,341
Less: accretion of preferred stock dividends						(5,661	)			(5,661	)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
Net income (loss) attributable to common stockholders					$	(35,548	)		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Net income (loss) attributable to common stockholders per share(1):
	Basic				$	(1.96	)		$	(1.20	)		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
	Diluted				$	(1.96	)		$	(1.20	)		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06
Weighted average shares used in computing per share amounts:
	Basic					18,112				18,371				18,601				18,712				18,839				18,807				19,039
	Diluted					18,112				18,371				18,601				18,712				30,932				18,807				32,110

			As of March 31,																				As of June 30,
			2002				2003				2004				2005				2006				2005				2006
			(In thousands)
Balance Sheet Data:
Cash and cash equivalents			$	27,704			$	7,611			$	22,958			$	24,795			$	48,039			$	29,879			$	53,501
Working capital				20,626				5,633				13,164				13,441				24,139				13,152				28,243
Total assets				37,802				26,489				41,779				47,513				72,568				50,389				78,060
Cumulative redeemable convertible preferred stock:
	Series A through E, at liquidation value			76,508				82,170				87,846				93,507				99,168				94,919				100,579
Total stockholders’ deficit				(53,554	)			(75,561	)			(75,910	)			(81,010	)			(73,664	)			(82,736	)			(70,363	)

(1)	See page F-12 in the consolidated financial statements for a reconciliation of the basic and diluted earnings per share calculation.

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	History and Background

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	Sources of Revenues

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	Description of Costs and Expenses

	•	Cost of Software Revenue, consists primarily of third party royalties and other costs such as media, manuals, translation and distribution costs;
	•	Cost of Services Revenue, consists primarily of salary and employee benefit costs in providing customer support and other professional services; and
	•	Cost of Hardware, Supplies and Other Revenue, consists primarily of third party costs related to the procurement of products for resale to our customers. We substantially completed the phase out of our sales of third party hardware in September 2001.

	•	Sales and Marketing, consists primarily of salaries, commissions, employee benefits and other direct and indirect business expenses, including travel related expenses, sales promotion expenses, public relations expenses and costs for marketing materials and other marketing events (such as trade shows and advertising);
	•	Research and Development, which is primarily the expense of developing new software applications and modifying existing software applications, consists principally of salaries and benefits for research and development personnel and related expenses; contract labor expense and consulting fees as well as other expenses associated with the design, certification and testing of our software applications; and legal costs associated with the patent registration of such software applications;
	•	General and Administrative, consists primarily of salaries and benefits for our executive, accounting, human resources, legal, information systems and other administrative personnel. Also included in this category are other general corporate expenses, such as outside legal and accounting services and insurance; and
	•	Depreciation and Amortization, consists of depreciation expense primarily for computer equipment we use for information services and in our development and test labs.

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	Revenue Recognition

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	Stock-Based Compensation

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		Three Months Ended
		June 30, 2006
Dividend yield			None
Expected volatility			55	%
Risk-free interest rate			4.95% - 5.04	%
Expected life (in years)			6.25

		Number of								Retrospective Fair
		Options								Value per
Grant Date		Granted				Exercise Price				Common Share				Intrinsic Value
May 5, 2005			359,750			$	4.50			$	6.92			$	2.42
July 29, 2005			461,375				4.70				8.36				3.66
September 19, 2005			800,000				4.70				9.18				4.48
November 3, 2005			374,500				6.70				10.34				3.64
January 26, 2006			334,350				7.50				11.08				3.58
March 2, 2006			163,625				8.10				12.84				4.74
April 20, 2006			150,000				11.70				12.98				1.28
May 3, 2006			89,750				12.60				13.08				0.48

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	•	The continued execution of our business model which resulted in total revenues increasing 32% in fiscal 2006 compared to fiscal 2005 and 52% in the three months ended June 30, 2006 compared to the three months ended June 30, 2005. We have experienced such revenue growth in both the United States and in our international operations.
	•	Software revenue generated through our original equipment manufacturer agreements increased approximately $8.5 million, or 425%, in fiscal 2006 compared to fiscal 2005 due higher revenue from our arrangement with Dell as well as revenue generated from an original equipment manufacturer arrangement we entered into with Hitachi Data Systems in March 2005.
	•	We achieved our fourth consecutive quarter of profitability for three months ended June 30, 2006.
	•	As of June 30, 2006, we have licensed our software applications to approximately 4,300 registered customers representing an increase of approximately 50% compared to March 31, 2005.
	•	We have continued to enhance our QiNetix software suite with the introduction of QiNetix Data Classification in 2005 and QiNetix ContinuousDataReplicator in 2006. In addition, we have released numerous enhancements to our existing QiNetix software applications.

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	•	The passage of time between grant dates, which led to the shifting of the time periods that such valuations are based upon.
	•	The probability weighting of being able to proceed with an IPO with an offering price of no less than $6.26 per share, on an as adjusted basis, which is the minimum offering price without being potentially blocked by the Series CC preferred stockholders.
	•	In January 2006, we engaged investment bankers to initiate the process of an initial public offering and began drafting a registration statement.

	•	For the three months ended March 31, 2005, we had the most profitable quarter in our history, generating earnings of approximately $1.6 million;
	•	We achieved our first fiscal year of profitability for the year ended March 31, 2005;
	•	We entered into an original equipment manufacturer arrangement with Hitachi Data Systems; and
	•	The possibility of an initial public offering remained relatively low and a probability estimate of 30% was assigned under the PWER method as a result of the significant milestones to be achieved.

	•	For the three months ended June 30, 2005, revenues and earnings exceeded budget;
	•	We increased our earnings forecast for the remainder of fiscal 2006; and
	•	We increased the probability estimate for the initial public offering scenario under the PWER method to 40% as a result of our revenues and earnings exceeding budget.

	•	For the three and six months ended September 30, 2005, earnings exceeded our original budget and revised forecasts;
	•	In the six months ended September 30, 2005, we started to achieve substantial revenue growth from our original equipment manufacturer arrangements with Dell and Hitachi Data Systems; and
	•	We increased the probability estimate for the initial public offering scenario under the PWER method to 60% as a result of our earnings exceeding forecast and the substantial revenue growth we achieved from our original equipment manufacturer agreements.

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	•	On January 10, 2006, we initiated the process of an initial public offering when we held an organizational meeting; as a result, we increased the initial public offering scenario to 65% under the PWER method;
	•	We achieved consecutive quarters of profitability for the first time;
	•	For the three and nine months ended December 31, 2005, earnings exceeded our original budget and revised forecasts; and
	•	We continued to generate cash flows from operations significantly exceeding budgeted, revised forecast and prior year amounts.

	•	We achieved our third quarter of consecutive profitability and completed our most profitable fiscal year for the year ended March 31, 2006;
	•	We continued to generate cash flows from operations significantly exceeding budgeted and prior year amounts.

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	Accounting for Income Taxes

	Software Development Costs

																For the Three
				For the Year Ended												Months Ended
				March 31,												June 30,
				2004				2005				2006				2005				2006
Revenues:
	Software				64	%			60	%			57	%			56	%			56	%
	Services				36				40				43				44				44
		Total revenues			100	%			100	%			100	%			100	%			100	%
Cost of revenues:
	Software				2	%			2	%			2	%			2	%			1	%
	Services				13				12				12				12				13
		Total cost of revenues			15				14				14				14				14
Gross margin					85	%			86	%			86	%			86	%			86	%

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	Three months ended June 30, 2006 compared to three months ended June 30, 2005

	Revenues

	Cost of Revenues

	Operating Expenses

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	Interest Income

	Fiscal year ended March 31, 2006 compared to fiscal year ended March 31, 2005

	Revenues

	Cost of Revenues

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	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

	Fiscal year ended March 31, 2005 compared to fiscal year ended March 31, 2004

	Revenues

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	Cost of Revenues

	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

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			Preferred				Total
Date of Financing			Stock Series				Amount
			(In millions)
May 1996				A			$	30.6
July 1997				B				5.2
December 1997				C				5.0
October 1998				D				3.0
March 1999				E				3.0
April 2000				AA				25.0
December 2000				BB				33.4
February 2002				CC				21.3
September 2003				CC				14.7
	Total						$	141.2

	•	$14.85 per share, or $47.0 million in the aggregate; and
	•	accumulated and unpaid dividends of $1.788 per share per year since the date the shares of preferred stock were issued, or $54.8 million in the aggregate, assuming that this offering closes on September 26, 2006.

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		Payments Due By March 31,
Contractual Obligations(1)		Total				2007				2008				2009				2010				2011				Thereafter
Operating leases		$	5,833			$	2,186			$	2,516			$	994			$	96			$	41			$	—

(1)

In connection with this offering, we intend to borrow $15.0 million under our new $20.0 million term loan on or immediately prior to the closing date of this offering. We estimate the payments under this term loan will be $3.6 million in fiscal 2007, $7.5 million in fiscal 2008 and $3.9 million in fiscal 2009, subject to acceleration, at any time, at the discretion of the lender. The term loan will mature in fiscal 2009.

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	Interest Rate Risk

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•	high-performance data protection, including backup and recovery;
•	disaster recovery of data;
•	data migration and archiving;
•	global availability of data;
•	replication of data;
•	creation and management of copies of stored data;
•	storage resource discovery and usage tracking;
•	data classification; and
•	management and operational reports and troubleshooting tools.

	•	an indexing engine that systematically identifies and organizes all data, users and devices accessible to our software products;
	•	a cataloging engine that contains a global database describing the nature of all data, such as the users, applications and storage with which it is associated;
	•	a policy engine that enables customers to set rules to automate the management of data;
	•	a data movement engine that transports data using network communication protocols; and
	•	a media management engine that controls and catalogs disk, tape and optical storage devices, as well as the data written to them.

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	•	Effective Management of Widely Distributed and Networked Data. Most existing data management software products were designed to manage local server-attached storage environments, and do not as easily or effectively manage data in today’s heterogeneous, widely distributed and tiered storage architectures.
	•	Ease of Data Management Application Integration. A number of vendors offering point products have attempted to address distributed and networked storage management requirements, but these disparate products are not easily integrated with other data management applications and can result in additional costs to the user, including storage infrastructure costs and higher implementation, training, administration, maintenance and support costs.
	•	Global Scalability. Data management solutions consisting of combinations of point products initially designed to address server-attached storage environments have underlying software architectures that are both cumbersome to deploy and more difficult to scale across networked storage and geographic boundaries.
	•	Centralized Data Management. Most data management solutions consisting of combinations of point products lack the ability to comprehensively manage all data management applications across the global enterprise from a single, unified point of control.
	•	Ability to Effectively Prioritize Stored Data Across Applications. Several existing solutions include combinations of point products that attempt to manage data based on its assigned priority in a tiered storage environment. However, these offerings lack a specifically designed tiered storage management architecture that can seamlessly integrate the classification, indexing and cataloging of data with features that enable user-defined policies and automated migration of data across a tiered storage environment.
	•	Lower Total Cost of Ownership. The inherent limitations of many data management software products can result in increased capital and operating costs. These costs are related to the increased use of storage hardware and media, additional infrastructure requirements (such as servers and storage network devices) and higher personnel costs, including implementation, training, administration, maintenance and support.

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	•	Dynamic Management of Widely Distributed and Networked Data. QiNetix is specifically designed to optimize management of data on tiered storage and widely distributed data environments, including SAN and NAS. Our architecture enables the creation of policies that automate the movement of data based on business goals for availability, recoverability and disaster tolerance. User-defined policies determine the storage media on which data should reside based on its assigned value.
	•	Unified Suite of Applications Built upon a Common Technology Engine. All QiNetix applications share common components of our underlying software code, which drives significant cost savings versus the point products or loosely integrated solutions offered by our competitors. In addition, we believe that each of the individual data management applications in our QiNetix suite delivers superior performance, functionality and total cost of ownership benefits. These solutions can be delivered to our customers either as part of our unified suite or as stand-alone applications. We also believe that our architecture will allow us to more rapidly introduce new applications that will enable us to expand beyond our current addressable market.
	•	Global Scalability and Seamless Centralized Data Management. Our software is highly scalable, enabling our customers to keep pace with the growth of data and technologies deployed in their enterprises. We use the same underlying software architecture for large global enterprise, small and medium sized business and government agency deployments. We offer a centralized, browser-based management console from which policies automatically move data according to users’ needs for data access, availability and cost objectives. With QiNetix, our customers can automate the discovery, management and monitoring of enterprise-wide storage resources and applications.
	•	State-of-the-Art Customer Support Services. We offer 24/7 global technical support. Our support operations center at our Oceanport, New Jersey headquarters is complemented by local support resources, including centers in Europe, Australia, India and China. Our worldwide customer support organization provides comprehensive local and remote customer care to effectively address issues in today’s complex storage networking infrastructures. Our customer support process includes the expertise of product development, field and customer support engineers. In addition, we incorporate into our software many self-diagnostic and troubleshooting capabilities and provide automated web-based support capabilities to our customers. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system.
	•	Superior Professional Services. We are committed to providing high-value, superior professional services to our customers. Our Global Professional Services group provides complete business solutions that complement our software sales and improve the overall user experience. Our end-to-end services include assessment and design, implementation, post-deployment and training services. These services help our customers improve the protection, disaster recovery, availability, security and regulatory compliance of their global data assets while minimizing the overall cost and complexity of their data infrastructures.

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	•	Lower Total Cost of Ownership. Our software solutions built on our QiNetix architecture enable our customers to realize compelling total cost of ownership benefits, including reduced capital costs, operating expenses and support costs.

	•	Extending our Technology Leadership, Product Breadth and Addressable Markets. We intend to use our technology base, internal development capabilities and strategic industry relationships to extend our technology leadership in providing software to manage globally distributed data. Specifically, we plan to continuously enhance existing software applications and introduce new data management software applications that address emerging data and storage management trends, incorporate advances in hardware and software technologies as they become available and take advantage of market opportunities.
	•	Enhancing and Expanding our Customer Support and Other Professional Services Offerings. We plan to continue investing in the people, partners, technologies, software and services enhancements necessary to provide our customers with the industry’s most comprehensive product support and professional services. We intend to continue creating and delivering innovative services offerings and product enhancements that result in faster deployment of our software, simpler system administration and rapid resolution of problems. We also intend to enhance our web-based support initiatives and broaden our global support infrastructure.
	•	Expanding Distribution Channels and Geographic Markets Served. We plan to continue investing in the expansion of our distribution channels, both geographically and across all enterprises. We intend to maintain and grow our direct sales force as well as our distribution relationships, including those with value-added resellers, corporate resellers, systems integrators and original equipment manufacturers. We have made significant investments to extend our global reach, such as establishing sales and support offices in China and a development and support office in India. We intend to continue making investments to extend our global reach and increase our distribution throughout the Americas, Europe, Australia and Asia.
	•	Broadening and Developing Strategic Relationships. We plan to broaden our distribution and technology partnerships to increase existing product sales and introduce new applications. Our unified platform simplifies integration with our partners’ solutions and the implementation of unique functionality to meet their needs. We also intend to broaden our existing relationships and develop new relationships with leading technology partners, including software application and infrastructure hardware vendors. We believe that these types of strategic relationships will allow us to package and distribute our data management software to our partners’ customers, increase sales of our software through joint-selling and marketing arrangements and increase our insight into future industry trends.

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QiNetix Suite of Data Management Applications		Functionality
• Galaxy Backup and Recovery		High-performance backup and restoration of enterprise data
• QuickRecovery		Recovery of files and applications by taking advantage of snapshot technologies
• ContinuousDataReplicator		Continuous capture of changes to data and copying of those changes to a secondary location for disaster recovery and fast recovery of individual files
• DataMigrator		Active migration and archiving of data to less expensive secondary storage indexed for search and retrieval
• DataArchiver		Archiving and indexing of e-mail messages and attachments for compliance and legal discovery purposes
• Data Classification		Creation of a catalog of key attributes about primary data to enable intelligent, automated policy-based data movement and management
• StorageManager		Storage resource discovery and usage tracking of applications, files, organizations and individual users
• QNet		Consolidated management and reporting on data management service levels and data movement operations

	QiNetix Galaxy Backup and Recovery

	QiNetix QuickRecovery

	QiNetix ContinuousDataReplicator

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	QiNetix DataMigrator

	QiNetix DataArchiver

	QiNetix Data Classification

	QiNetix StorageManager

	QiNetix QNet

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	•	Real-Time Support. Our support staff are available 24/7 by telephone to provide first response and manage the resolution of customer issues. In addition to phone support, our customers have access to an online product support database for help with troubleshooting and operational questions. Innovative use of web-based diagnostic tools provides problem analysis and resolution often without the need for onsite support personnel. Our software design is also an important element in our comprehensive customer support, including “root cause” problem analysis, intelligent alerting and troubleshooting assistance. Our software is directly linked to our online support database allowing customers to analyze problems without engaging our technical support personnel.
	•	Significant Network and Hardware Expertise. Our support engineers have extensive knowledge of complex applications, servers and networks. We proactively take ownership of the customer’s problem, regardless of whether the issue is directly related to our products or to those of another vendor. We have also developed and maintain a knowledge library of storage systems and software products to further enable our support organization to quickly and effectively resolve customer problems.
	•	Global Operations. We enhanced our Oceanport, New Jersey support operations with a new state-of-the-art technical support center which became operational in April 2006. We also have established key support operations in Hyderabad, India, Oberhausen, Germany and Shanghai, China, which are complemented by regional support centers in other worldwide locations. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system. We have designed our support infrastructure to be able to scale with the increasing globalization of our customers.

	•	Assessment and Design Services. Our assessment and design services assist customers in determining data and storage management requirements, designing solutions to meet those requirements and planning for successful implementation and deployment.

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	•	Implementation and Post-deployment Services. Our professional services team helps customers efficiently configure, install and deploy our QiNetix suite based on specified business objectives. Our SystemCare Review Services assist our customers with assessing the post-deployment operational performance of our QiNetix suite.
	•	Training Services. We provide global onsite and offsite training for our products. Packaged or customized customer training courses are available in instructor-led or computer-based formats. We offer in-depth training and certification for our resellers in pre- and post-sales support methodologies, including web access to customizable documentation and training materials.

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	•	one CommServe;
	•	one or more MediaAgents; and
	•	one or more iDataAgents.

	•	CommServe. The CommServe acts as the command and control center of the CommCell and handles all requests for activity between MediaAgent and iDataAgent components. The CommServe contains the centralized event and job managers and the index catalog. This database includes information about where data resides, such as the library, media and content of data. The centralized event manager logs all events, providing unified notification of important events. The job manager automates and monitors all jobs across the CommCell.
	•	MediaAgent. The MediaAgent is a media independent module that is responsible for managing the movement of data between the iDataAgents and the physical storage devices. Our MediaAgents communicate with a broad range of storage devices, generating an index for use by each of our QiNetix applications. The MediaAgent software supports most storage devices, including automated magnetic tape libraries, tape stackers and loaders, standalone tape drives and magnetic storage devices, magneto-optical libraries, virtual tape libraries, DVD-RAM and CD-RW devices.
	•	iDataAgent. The iDataAgent is a software module that resides on the server or other computing device and controls the data being protected, replicated, migrated or archived, often referred to simply as the “client” software. iDataAgents communicate with most open and network file systems and enterprise relational databases and applications, such as Microsoft Exchange, Microsoft SharePoint, Notes Domino Server, GroupWise, Oracle, Informix, Sybase, DB2 and SAP, to generate application aware indexes pertinent to granular recovery of application objects. The agent software contains the logic necessary to extract (or recover) data and send it to (or receive it from) the MediaAgent software.

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	•	CA (formerly known as Computer Associates International, Inc.);
	•	EMC;
	•	Hewlett-Packard;
	•	IBM; and
	•	Symantec.

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Name		Age				Position
N. Robert Hammer			64			Chairman, President and Chief Executive Officer
Alan G. Bunte			53			Executive Vice President and Chief Operating Officer
Louis F. Miceli			57			Vice President and Chief Financial Officer
Ron Miiller			39			Vice President of Sales, Americas
Anand Prahlad			38			Vice President, Product Development
Suresh P. Reddy			43			Vice President, Worldwide Technical Services & Support
Steven Rose			48			Vice President, Europe, Middle East and Asia
David West			41			Vice President, Marketing and Business Development
Thomas Barry(1)(2)			49			Director
Frank J. Fanzilli, Jr.(3)			49			Director
Armando Geday			44			Director
Keith Geeslin(3)			53			Director
Edward A. Johnson			43			Director*
F. Robert Kurimsky(1)(2)			67			Director
Daniel Pulver(3)			38			Director
Gary B. Smith(2)			45			Director
David F. Walker(1)(2)			52			Director

	*	Mr. Johnson will resign as a director immediately prior to the closing of the offering.

(1)	Member of the Audit Committee.
(2)	Member of the Nominations and Governance Committee.
(3)	Member of the Compensation Committee.

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	•	Mr. Fanzilli formerly served in several capacities at Credit Suisse Securities (USA) LLC. Affiliates of Credit Suisse Securities (USA) LLC hold 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 million in cash upon the completion of the offering.
	•	Mr. Geeslin was formerly a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 million in cash upon the completion of the offering.
	•	Mr. Pulver was formerly a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into 2,598,852 shares of our common stock and the right to receive $41.9 million in cash upon the completion of the offering.

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																		Long-Term
						Annual Compensation												Compensation Awards
														Other Annual				Securities Underlying
Name and Principal Position		Year				Salary				Bonus				Compensation(1)				Options
N. Robert Hammer			2006			$	363,462			$	236,250			$	70,930(2)				350,000
Chairman, President and Chief Executive Officer
Alan G. Bunte			2006				264,546				123,000								175,000
Executive Vice President and Chief Operating Officer
Louis F. Miceli			2006				257,631				123,000								50,000
Vice President and Chief Financial Officer
David West			2006				221,154				63,000								50,000
Vice President, Marketing and Business Development
Ron Miiller			2006				207,692				189,820								57,500
Vice President of Sales, Americas
Scott Mercer(3)			2006				179,111				173,968								50,000
Vice President, Europe, Middle East and Asia

(1)	Other than Mr. Hammer, none of our six most highly-compensated executive officers received other annual compensation exceeding $50,000 for the year ended March 31, 2006.
(2)	Mr. Hammer’s other annual compensation for the year ended March 31, 2006 included our payment of $23,504 for airfare for Mr. Hammer between his residence in Florida and our headquarters in Oceanport, New Jersey and $22,200 related to housing costs for the rental of an apartment for Mr. Hammer in New Jersey. No other item of Mr. Hammer’s other annual compensation individually exceeded 25% of Mr. Hammer’s total other annual compensation for the year ended March 31, 2006.
(3)	Mr. Mercer passed away in January 2006.

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		Individual Grants
		Number of																				Potential Realizable Value at Assumed
		Securities				Percent of Total								Fair								Annual Rates of Stock Price Appreciation for
		Underlying				Options Granted				Exercise				Value per								Option Term(2)
		Options				to Employees in				Price per				Common				Expiration
Name		Granted				Fiscal Year(1)				Share				Share				Date				0%				5%				10%
N. Robert Hammer			350,000				14.04	%		$	4.70			$	9.18				09/19/2015			$	1,568,000			$	3,588,638			$	6,688,695
Alan G. Bunte			175,000				7.02				4.70				9.18				09/19/2015				784,000				1,794,319				3,344,347
Louis F. Miceli			50,000				2.01				4.70				9.18				09/19/2015				224,000				512,663				955,528
David West			25,000				1.00				4.70				8.36				07/29/2015				91,500				222,939				424,592
David West			25,000				1.00				4.70				9.18				09/19/2015				112,000				256,331				477,764
Ron Miiller			25,000				1.00				4.70				8.36				07/29/2015				91,500				222,939				424,592
Ron Miiller			32,500				1.30				4.70				9.18				09/19/2015				145,600				333,231				621,093
Scott Mercer(3)			50,000				2.01				4.70				9.18				09/19/2015				224,000				512,663				955,528

(1)	Based on options to purchase an aggregate of 2,493,600 shares of common stock granted by us during the year ended March 31, 2006.
(2)	Potential realizable values are net of exercise price, but before the payment of taxes associated with exercise. Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. The 0%, 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of our future common stock prices. These amounts represent certain assumed rates of appreciation in the value of the common stock from the fair market value on the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock and overall stock market conditions. The amounts reflected in the table may not necessarily be achieved.
(3)	Mr. Mercer passed away in January 2006 and his option grant was subsequently forfeited.

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										Number of Securities								Value of Unexercised
		Shares								Underlying Unexercised								In-the-Money Options
		Acquired								Options at March 31, 2006								at March 31, 2006(2)
		on				Value
Name		Exercise				Realized(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
N. Robert Hammer			—			$	—				895,313				629,688			$	6,955,469			$	5,287,031
Alan G. Bunte			—				—				202,188				217,813				1,701,406				1,936,094
Louis F. Miceli			—				—				127,813				62,188				999,594				522,406
David West			—				—				155,469				69,532				1,305,857				609,143
Ron Miiller			—				—				101,875				125,625				840,875				1,055,125
Scott Mercer(3)			125,000				835,000				—				—				—				—

(1)	Based on the fair market value of our common stock on the date of exercise of the options, as determined by the board of directors, less the applicable exercise price per share, multiplied by the number of shares issued upon exercise of the option.
(2)	There was no public trading market for our common stock as of March 31, 2006. Accordingly, these values have been calculated on the basis of an assumed initial offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of this prospectus), less the applicable exercise price per share, multiplied by the number of shares underlying such options.
(3)	Mr. Mercer passed away in January 2006.

	1996 Stock Option Plan

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	2006 Long-Term Stock Incentive Plan

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	•	each person who we know beneficially owns more than 5% of our common stock;
	•	our directors and named executive officers;
	•	all of our directors and executive officers as a group; and
	•	the selling stockholders.

														Percentage
						Number of								Beneficially Owned
		Number of Shares				Shares Being				Number of Shares
		Beneficially Owned				Sold in the				Beneficially Owned				Before the				After the
Name and Address of Beneficial Owner		Before the Offering				Offering				After the Offering				Offering				Offering
N. Robert Hammer(1)			3,567,839				—				3,567,839				17.4	%			8.4%
Alan G. Bunte(2)			525,000				—				525,000				2.7	%			1.3%
Louis F. Miceli(3)			354,377				62,500				291,877				1.8	%			*
David West(4)			167,969				—				167,969				*				*
Ron Miiller(5)			120,000				—				120,000				*				*
Anand Prahlad(6)			180,300				10,000				170,300				*				*
Suresh P. Reddy(7)			126,762				10,000				116,762				*				*
Thomas Barry(8)			65,684				—				65,684				*				*
Frank J. Fanzilli, Jr.(9)			72,563				—				72,563				*				*
Armando Geday(10)			72,563				—				72,563				*				*
Keith Geeslin(11)			4,688				—				4,688				*				*
Edward A. Johnson			—				—				—				*				*
F. Robert Kurimsky(12)			72,563				—				72,563				*				*
Daniel Pulver			—				—				—				*				*
Gary B. Smith(13)			11,406				—				11,406				*				*
David F. Walker			—				—				—				*				*
Putnam OTC and Emerging Growth Fund(14)			765,377				389,525				375,852				3.8	%			*
TH Lee, Putnam Investment Trust(14)			1,127,926				—				1,127,926				5.5	%			2.7%

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														Percentage
						Number of								Beneficially Owned
		Number of Shares				Shares Being				Number of Shares
		Beneficially Owned				Sold in the				Beneficially Owned				Before the				After the
Name and Address of Beneficial Owner		Before the Offering				Offering				After the Offering				Offering				Offering
Putnam Discovery Growth Fund(14)			201,416				—				201,416				1.0	%			*
Putnam World Trust II — Putnam Emerging Information Sciences Fund(14)			80,566				27,505				53,061				*				*
DLJ Capital Corporation(15)			511,502				127,017				384,485				2.6	%			*
DLJ ESC II, L.P.(15)			15,782				2,297				13,485				*				*
DLJ First ESC, L.P.(15)			1,477,721				215,050				1,262,671				7.4	%			3.0%
DLJ International Partners, C.V.(15)			2,741,683				398,991				2,342,692				13.5	%			5.6%
DLJMB Funding, Inc.(15)			2,200,797				320,278				1,880,519				10.9	%			4.5%
DLJ Merchant Banking Partners, L.P.(15)			5,599,395				814,868				4,784,527				26.4	%			11.5%
DLJ Offshore Partners, C.V.(15)			146,409				21,307				125,102				*				*
Sprout IX Plan Investors, L.P.(15)			72,353				—				72,353				*				*
Sprout Capital VII, L.P.(15)			3,052,133				763,033				2,289,100				15.0	%			5.5%
Sprout Capital IX, L.P.(15)			1,566,741				—				1,566,741				7.5	%			3.8%
Sprout CEO Fund, L.P.(15)			35,403				8,851				26,552				*				*
Sprout Entrepreneurs’ Fund, L.P.(15)			6,175				—				6,175				*				*
Sprout Growth II, L.P.(15)			2,495,297				623,824				1,871,473				12.3	%			4.5%
EMC Corporation			1,156,157				572,917				583,240				5.6	%			1.4%
Microsoft Corporation			1,357,223				550,000				807,223				6.5	%			1.9%
The Estate of Scott Mercer			125,000				45,000				80,000				*				*
All directors and named executive officers as a group(16)			5,341,714				82,500				5,259,214				24.8	%			12.0%

	*	Less than 1%.

	(1)	Includes options to acquire 967,188 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(2)	Includes options to acquire 245,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(3)	Includes options to acquire 134,375 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(4)	Includes options to acquire 167,969 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(5)	Includes options to acquire 120,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(6)	Includes options to acquire 114,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(7)	Includes options to acquire 90,562 shares of common stock which are exercisable within 60 days of July 31, 2006.

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	(8)	Includes options to acquire 2,188 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(9)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.

(10)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.
(11)	Includes options to acquire 4,688 shares of common stock which are exercisable within 60 days of July 31, 2006.
(12)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.
(13)	Includes options to acquire 11,406 shares of common stock which are exercisable within 60 days of July 31, 2006.
(14)	These entities are affiliates of Putnam Investment Management, LLC, One Post Office Square, Boston, Massachusetts 02109.
(15)	These entities are affiliates of Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629. 14,577,860 of these shares are subject to a voting trust agreement. The trustee of the voting trust is Wells Fargo Bank, N.A. and its address is Sixth and Marquette, MAC N9303-110, Minneapolis, MN 55479. See “Description of Capital Stock — Voting Trust Agreement” for more information regarding this agreement.
(16)	Includes options to acquire 2,075,065 shares of common stock which are exercisable within 60 days of July 31 2006.

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	•	Affiliates of Credit Suisse Securities (USA) LLC will receive approximately $98.0 million in cash upon the completion of the offering.
	•	Thomas Barry, one of our directors, holds directly 10,166 shares of our Series B preferred stock, which will be converted into 20,332 shares of our common stock and the right to receive approximately $0.3 million in cash upon the completion of the offering.
	•	Edward A. Johnson, one of our directors, is currently a managing director of Credit Suisse Securities (USA) LLC and a partner at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into 2,598,852 shares of our common stock and the right to receive $41.9 million in cash upon the completion of the offering. Mr. Johnson will resign his position as a director of our company immediately prior to the completion of the offering.
	•	Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Affiliates of Credit Suisse Securities (USA) LLC hold 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 million in cash upon the completion of the offering.
	•	Keith Geeslin, one of our directors, was formerly a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities

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		through affiliates of Credit Suisse Securities (USA) LLC. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 million in cash upon the completion of the offering.
	•	Daniel Pulver, one of our directors, was formerly a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into 2,598,852 shares of our common stock and the right to receive $41.9 million in cash upon the completion of the offering.
	•	N. Robert Hammer, our chairman, president and chief executive officer, was a partner of the Sprout Group until November 2003. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 million in cash upon the completion of the offering. Mr. Hammer also holds directly 3,333 shares of our Series B preferred stock and beneficially owns 47,204 shares of our Series D preferred stock, which will collectively be converted into 101,074 shares of our common stock and the right to receive $1.5 million in cash upon the completion of the offering.
	•	Louis F. Miceli, our vice president and chief financial officer, purchased and holds 1,667 shares of our Series B preferred stock as a direct investment, which will be converted into 3,334 shares of our common stock and the right to receive approximately $0.1 million in cash upon the completion of the offering.
	•	Messrs. Barry, Fanzilli, Geeslin, Pulver, Hammer and Bunte also own limited partnership interests in certain investment funds associated with the Sprout Group and DLJ Merchant Banking, which investment funds collectively own 102,824 shares of our preferred stock which will be converted into the right to receive 187,247 shares of our common stock and $2.9 million in cash upon completion of the offering. The ownership interests of Messrs. Barry, Fanzilli, Geeslin, Pulver, Hammer and Bunte in these funds in the aggregate is less than 10% of the total membership interests in these funds.

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	•	the tenth anniversary of the agreement;
	•	the written election of Credit Suisse First Boston Private Equity, Inc., an affiliate of Credit Suisse Securities (USA) LLC, Credit Suisse Securities (USA) LLC or the holders of the majority of the shares of common stock subject to the voting trust agreement and the satisfaction of specified requirements; or
	•	the transfer of all of the shares of common stock subject to the voting trust agreement in a matter permitted thereunder.

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	Board of Directors

	•	that the board of directors be divided into three classes, as nearly equal in size as possible, with staggered three-year terms;
	•	that directors may be removed only for cause by the affirmative vote of the holders of at least 662/3% of the shares of our capital stock entitled to vote; and
	•	that any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of a majority of the directors then in office.

	Stockholder Actions and Special Meetings

	•	any action required or permitted to be taken by the stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting; and
	•	special meetings of the stockholders may only be called by the chairman of the board of directors, our chief executive officer, or by the board of directors.

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	Board Consideration of Change of Control Transactions

	•	a comparison of the proposed consideration to be received by stockholders in relation to the then current market price of our capital stock; and
	•	the impact of the transaction on our employees, suppliers and customers and its effect on the communities in which we operate.

	Amendment

	Preferred Stock

	•	prior to that date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or

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	•	on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

	•	any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
	•	the affiliates and associates of any such person.

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Maximum Number
of Shares		Date
526,502		After the date of this prospectus
—		After 90 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)
6,974,748		After 100 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules and subject to the conditions for early release from the lock-up agreements described below)
28,892,582		After 180 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)

	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;

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	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of the preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the one for two reverse stock split.

	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or enter into a transaction which would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement;

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	•	one percent of the number of shares of common stock then outstanding (approximately 416,510 shares immediately after this offering); or
	•	the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks before a notice of the sale on Form 144 is filed.

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	•	a citizen or resident of the United States;
	•	a corporation (including for this purpose any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust that is subject to the primary supervision of a U.S. court and to the control of one or more U.S. persons, or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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	•	the holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met;
	•	such gain is effectively connected with the holder’s conduct of a trade or business within the United States and, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by the holder (and, in which case, if you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% or a lower rate as may be specified by an applicable income tax treaty);
	•	the holder is subject to the Internal Revenue Code provisions applicable to certain U.S. expatriates; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and, assuming that our common stock is deemed to be “regularly traded on an established securities market,” the holder held, directly or indirectly at any time during the five-year period ending on the date of disposition or such shorter period that such shares were held, more than five percent of our common stock. We have not been, are not and do not anticipate becoming, a United States real property holding corporation for United States federal income tax purposes.

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	•	the income associated with such payments is otherwise exempt from U.S. federal income tax;
	•	the payor or broker does not have actual knowledge or reason to know that you are a U.S. person; and
	•	you have furnished to the payor or broker a valid Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-U.S. person, or other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with U.S. Treasury regulations (or you otherwise establish an exemption).

	•	the proceeds are transferred to an account maintained by you in the United States;
	•	the payment of proceeds or the confirmation of the sale is mailed to you at a United States address; or
	•	the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

	•	a U.S. person;
	•	a controlled foreign corporation for U.S. tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified period; or
	•	a foreign partnership, if at any time during its tax year one or more of its partners are “U.S. persons,” as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or such foreign partnership is engaged in the conduct of a U.S. trade or business,

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Underwriter			Number of Shares
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
C.E. Unterberg, Towbin, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets Corporation
Thomas Weisel Partners LLC
	Total			11,111,111

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by the selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

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	•	issuances of common stock pursuant to the exercise of options outstanding on the date of this prospectus;
	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;
	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of such preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the one for two reverse stock split.

	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into a transaction that would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement;

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	•	Affiliates of Credit Suisse Securities (USA) LLC own approximately 62.9% of our common stock as of July 31, 2006 (calculated without giving effect to this offering or the conversion of any shares of preferred stock into common stock), 98.1% of our Series A preferred stock, 89.8% of our Series B preferred stock, 100% of our Series C preferred stock, 80.9% of our Series D Preferred Stock, 100% of our Series E preferred stock, 13.4% of our Series AA preferred stock, 30.0% of our Series BB preferred stock and 15.4% of our Series CC preferred stock, and, upon completion of the offering and related transactions, will own approximately 39.9% of our common stock. See “Principal and Selling Stockholders.” Concurrently with the completion of the offering, affiliates of Credit Suisse Securities (USA) LLC will deposit all shares of our common stock held by them that exceed 4.9% of our then outstanding common stock into a voting trust under which the shares will be voted by an independent trustee. See “Principal and Selling Stockholders” and “Description of Capital Stock — Voting Trust Agreement” for more information regarding the voting trust agreement.

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	•	Mr. Thomas Barry, one of our directors, is a limited partner in an investment fund associated with DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Barry.
	•	Mr. Edward A. Johnson, one of our directors, also serves as a managing director of Credit Suisse Securities (USA) LLC and a partner at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Mr. Johnson will resign his position as a director of our company immediately prior to the completion of the offering. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Johnson.
	•	Mr. Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Currently, Mr. Fanzilli is a limited partner in an investment fund associated with the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Fanzilli.
	•	Mr. Keith Geeslin, one of our directors, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Geeslin is a limited partner in certain investment funds associated with DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC, and the Sprout Group. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Geeslin.
	•	Mr. Daniel Pulver, one of our directors, formerly served as a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Pulver is a limited partner in an investment fund associated with DLJ Merchant Banking. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Pulver.
	•	Mr. N. Robert Hammer, our chairman, chief executive officer and president, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a venture partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Hammer is a limited partner in certain investment funds associated with the Sprout Group. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Hammer.
	•	Mr. Alan G. Bunte, our executive vice president and chief operating officer, is a limited partner in an investment fund associated with the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Bunte.
	•	An affiliate of RBC Capital Markets Corporation owns approximately 2.2% of our Series BB preferred Stock and 0.10% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately 0.10% of our common stock.

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	•	Affiliates and related parties of C.E. Unterberg, Towbin, LLC own approximately 5.0% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately 0.7% of our common stock.
	•	Affiliates of Credit Suisse Securities (USA) LLC will receive $98.0 million of the net proceeds to us from the offering, the concurrent private placement and borrowings under our new term loan in satisfaction of amounts due upon the conversion of their holdings of our Series A, B, C, D and E preferred stock (including accrued dividends, and assuming the offering is completed on               2006). See “Certain Relationships and Related Party Transactions” for more information regarding these payments.

	•	the information in this prospectus and otherwise available to the underwriters;
	•	market conditions for initial public offerings;
	•	the history and the prospects for the industry in which we compete;
	•	the ability of our management;
	•	the prospects for our future earnings;
	•	the present state of our development and our current financial condition;
	•	the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and
	•	the general condition of the securities markets at the time of this offering.

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

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	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

	(a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (“FSMA”), as amended, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by our Company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (“FSA”);
	(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of the FSMA does not apply to our Company; and
	(c) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

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	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
	(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or
	(d) in any other circumstances which do not require the publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

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Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2005 and 2006 and June 30, 2006 (unaudited)		F-3
Consolidated Statements of Operations for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2005 (unaudited) and 2006 (unaudited)		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2006 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2005 (unaudited) and 2006 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-32

F-1

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	Ernst & Young LLP

	/s/ Ernst & Young LLP

F-2

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			March 31,												Pro Forma
											June 30,				June 30,
			2005				2006				2006				2006
											(Unaudited)				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	24,795			$	48,039			$	53,501			$	42,785
	Trade accounts receivable, less allowance for doubtful accounts of $602 and $475 at March 31, 2005 and 2006, respectively, and $534 at June 30, 2006			18,305				18,238				17,528				17,528
	Prepaid expenses and other current assets			1,986				1,877				1,571				1,571
Total current assets				45,086				68,154				72,600				61,884
Property and equipment, net				2,085				3,322				3,675				3,675
Other assets				342				1,092				1,785				1,785
Total assets			$	47,513			$	72,568			$	78,060			$	67,344
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
	Accounts payable		$	1,755			$	1,565			$	1,878			$	1,878
	Accrued liabilities			10,451				12,685				13,067				13,067
	Due to Series A through E preferred stockholders			—				—				—				74,690
	Term loan			166				—				—				15,000
	Deferred revenue			19,273				29,765				29,412				29,412
Total current liabilities				31,645				44,015				44,357				134,047
Deferred revenue, less current portion				3,281				3,036				3,476				3,476
Other liabilities				90				13				11				11
Commitments and contingencies
Cumulative redeemable convertible preferred stock:
Series A through E, at liquidation value				93,507				99,168				100,579				—
Stockholders’ deficit:
Convertible preferred stock, $.01 par value: 5,000 shares Series AA authorized, 4,362 issued and outstanding; 5,000 shares Series BB authorized, 2,758 issued and outstanding; 12,150 shares Series CC authorized, 12,132 issued and outstanding; liquidation value $96,339 at June 30, 2006				94,352				94,352				94,352				—
Common stock, $.01 par value, 60,425 shares authorized, 18,809, 18,960 and 19,381 shares issued and outstanding at March 31, 2005 and 2006 and June 30, 2006, respectively; 35,503 shares issued and outstanding pro forma at June 30, 2006 (unaudited)				188				190				194				355
Additional paid-in capital				—				4,506				—				94,364
Deferred compensation				(61	)			(8,134	)			—				—
Accumulated deficit				(175,715	)			(164,959	)			(165,109	)			(165,109	)
Accumulated other comprehensive income				226				381				200				200
Total stockholders’ deficit				(81,010	)			(73,664	)			(70,363	)			(70,190	)
			$	47,513			$	72,568			$	78,060			$	67,344

F-3

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Table of Contents

															Three Months Ended
			Year Ended March 31,												June 30,
			2004				2005				2006				2005				2006
															(Unaudited)				(Unaudited)
Revenues:
	Software		$	39,474			$	49,598			$	62,422			$	12,463			$	18,788
	Services			21,772				33,031				47,050				9,660				14,734
Total revenues				61,246				82,629				109,472				22,123				33,522
Cost of revenues:
	Software			1,168				1,497				1,764				337				272
	Services			8,049				9,975				13,231				2,683				4,513
Total cost of revenues				9,217				11,472				14,995				3,020				4,785
Gross margin				52,029				71,157				94,477				19,103				28,737
Operating expenses:
	Sales and marketing			37,592				43,248				51,326				11,853				15,307
	Research and development			16,214				17,239				19,301				4,338				5,418
	General and administrative			8,599				8,955				12,275				3,081				4,653
	Depreciation and amortization			1,396				1,390				1,623				383				497
Income (loss) from operations				(11,772	)			325				9,952				(552	)			2,862
Interest expense				(60	)			(14	)			(7	)			(4	)			—
Interest income				134				346				1,262				175				524
Income (loss) before income taxes				(11,698	)			657				11,207				(381	)			3,386
Income tax (expense) benefit				—				(174	)			(451	)			16				(45	)
Net income (loss)				(11,698	)			483				10,756				(365	)			3,341
Less: accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
Net income (loss) attributable to common stockholders			$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Net income (loss) attributable to common stockholders per share:
	Basic		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
	Diluted		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06
Weighted average shares used in computing per share amounts:
	Basic			18,601				18,712				18,839				18,807				19,039
	Diluted			18,601				18,712				30,932				18,807				32,110
Unaudited pro forma net income (loss) attributable to common stockholders per share:
	Basic										$	(2.16	)						$	0.09
	Diluted										$	(2.16	)						$	0.08
Unaudited pro forma weighted average shares used in computing per share amounts:
	Basic											34,961								35,161
	Diluted											34,961								38,546

F-4

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Table of Contents

																																	Accumulated
					Convertible																												Other
					Preferred Stock								Common Stock								Additional												Comprehensive
																					Paid-In				Deferred				Accumulated				Income
					Shares				Amount				Shares				Amount				Capital				Compensation				Deficit				(Loss)				Total
Balance at March 31, 2003						14,461			$	79,650				18,700			$	187			$	—			$	—			$	(155,469	)		$	71			$	(75,561	)
	Stock options exercised													84				1				372																373
	Repurchase and retirement of common stock													(4	)			—																				—
	Issuance of shares in private placement					4,791				14,702																												14,702
	Issuance of common stock warrant to a customer																					1,696																1,696
	Comprehensive income (loss):
		Net loss																												(11,698	)							(11,698	)
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															250				250
	Total comprehensive income (loss)																																					(11,448	)
	Deferred compensation related to stock options																					86				(86	)											—
	Amortization of deferred compensation																									4												4
	Accretion of dividends on preferred stock																					(2,154	)							(3,522	)							(5,676	)
Balance at March 31, 2004						19,252				94,352				18,780				188				—				(82	)			(170,689	)			321				(75,910	)
	Stock options exercised													31				—				152																152
	Repurchase and retirement of common stock													(2	)			—																				—
	Comprehensive income (loss):
		Net income																												483								483
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(95	)			(95	)
	Total comprehensive income (loss)																																					388
	Amortization of deferred compensation																									21												21
	Accretion of dividends on preferred stock																					(152	)							(5,509	)							(5,661	)
Balance at March 31, 2005						19,252				94,352				18,809				188				—				(61	)			(175,715	)			226				(81,010	)
	Stock options exercised													151				2				703																705
	Comprehensive income:
		Net income																												10,756								10,756
		Other comprehensive income:
			Foreign currency translation adjustment																															155				155
	Total comprehensive income																																					10,911
	Acceleration of stock options																					263																263
	Deferred compensation related to stock options																					9,201				(9,201	)											—
	Amortization of deferred compensation																									1,128												1,128
	Accretion of dividends on preferred stock																					(5,661	)															(5,661	)
Balance at March 31, 2006						19,252				94,352				18,960				190				4,506				(8,134	)			(164,959	)			381				(73,664	)
	Stock options exercised													33				—				155																155
	Cashless exercise of stock warrants and related shares issued pursuant to preemptive rights													388				4				(4	)															—
	Comprehensive income:
		Net income																												3,341								3,341
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(181	)			(181	)
	Total comprehensive income																																					3,160
	Stock-based compensation																					1,260								137								1,397
	Reversal of deferred compensation upon adoption of SFAS 123(R)																					(4,506	)			8,134				(3,628	)							—
	Accretion of dividends on preferred stock																					(1,411	)															(1,411	)
Balance at June 30, 2006 (unaudited)						19,252			$	94,352				19,381			$	194			$	—			$	—			$	(165,109	)		$	200			$	(70,363	)

F-5

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Table of Contents

																Three Months Ended
				Year Ended March 31,												June 30,
				2004				2005				2006				2005				2006
																(Unaudited)				(Unaudited)
Cash flows from operating activities
Net income (loss)				$	(11,698	)		$	483			$	10,756			$	(365	)		$	3,341
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				1,425				1,431				1,682				392				553
	Noncash stock compensation				4				21				1,391				51				1,397
	Issuance of common stock warrants				1,696				—				—				—				—
	Changes in operating assets and liabilities:
		Accounts receivable			(352	)			(2,759	)			67				1,575				710
		Prepaid expenses and other current assets			225				(588	)			109				440				306
		Other assets			3				(120	)			105				82				(189	)
		Accounts payable			1,018				(1,060	)			(664	)			(740	)			93
		Accrued expenses			214				2,617				2,234				(399	)			382
		Deferred revenue and other liabilities			8,366				3,815				10,170				4,381				85
Net cash provided by operating activities					901				3,840				25,850				5,417				6,678
Cash flows from investing activities
Purchase of property and equipment					(1,244	)			(1,860	)			(2,814	)			(281	)			(906	)
Net cash used in investing activities					(1,244	)			(1,860	)			(2,814	)			(281	)			(906	)
Cash flows from financing activities
Proceeds from issuance of preferred stock					14,702				—				—				—				—
Proceeds from term loan					497				—				—				—				—
Repayments on term loan					(131	)			(200	)			(166	)			(50	)			—
Deferred offering costs					—				—				(486	)			—				(284	)
Proceeds from issuance of common stock					372				152				705				1				155
Net cash provided by (used in) financing activities					15,440				(48	)			53				(49	)			(129	)
Effects of exchange rate — changes in cash					250				(95	)			155				(3	)			(181	)
Net increase in cash and cash equivalents					15,347				1,837				23,244				5,084				5,462
Cash and cash equivalents at beginning of period					7,611				22,958				24,795				24,795				48,039
Cash and cash equivalents at end of period				$	22,958			$	24,795			$	48,039			$	29,879			$	53,501
Supplemental disclosures of cash flow information
Interest paid				$	60			$	14			$	7			$	4			$	—
Income taxes paid				$	15			$	48			$	483			$	107			$	177

F-6

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Table of Contents

1.	Nature of Business

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Pro Forma Information

	•	the conversion of all outstanding shares of preferred stock into a total of 16,019 shares of common stock;
	•	the amount payable totaling $101,792 reflecting the cash amount due to holders of Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the initial public offering is completed in September 26, 2006);
	•	the borrowing of $15,000 under a new term loan at an interest rate equal to 30-day LIBOR plus 1.50%, and assumed to be 6.80% per year in connection with the payments to the holders of Series A, B, C, D and E preferred stock (assuming that the initial public offering and the concurrent private placement are priced at $13.50 per share, the midpoint of the estimated price range shown on the cover of the prospectus);
	•	the use of $10,716 of the Company’s existing cash and cash equivalents in connection with the payments to the holders of Series A, B, C, D and E preferred stock (assuming that the initial public offering and the concurrent private placement are priced at $13.50 per share, the midpoint of the estimated price range shown on the cover of the prospectus); and
	•	the completion of the concurrent private placement of 103 shares of the Company’s common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of the prospectus) the Company will raise approximately $1,386 in proceeds from the concurrent private placement.

F-7

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Table of Contents

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Net income attributable to common stockholders			$	5,095			$	1,930
Plus:
	Elimination of accretion of preferred stock dividends			5,661				1,411
Less:
	Accretion of fair value of preferred stock upon conversion			85,330				—
	Interest expense associated with term loan borrowings, net of taxes of $23 and $2, respectively			774				120
Pro forma net income (loss) attributable to common stockholders			$	(75,348	)		$	3,221

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Basic weighted average number of shares used in computing per share amounts				18,839				19,039
Plus:
	Shares issued upon conversion of outstanding preferred stock			16,019				16,019
	Shares issued in the concurrent private placement			103				103
Basic pro forma weighted average number of shares used in computing per share amounts				34,961				35,161

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Diluted weighted average number of shares used in computing per share amounts				30,932				32,110
Less:
	Anti-dilutive stock options			2,192				—
	Anti-dilutive common stock warrants			215				—
Plus:
	Shares issued upon conversion of outstanding preferred stock			6,333				6,333
	Shares issued in the concurrent private placement			103				103
Diluted pro forma weighted average number of shares used in computing per share amounts				34,961				38,546

F-8

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Table of Contents

	Use of Estimates

	Revenue Recognition

F-9

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Table of Contents

	•	Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, a signed SOW evidencing the scope of certain other professional services, or other persuasive evidence that an arrangement exists prior to recognizing revenue on an arrangement.
	•	Delivery or performance has occurred. The Company’s software applications are usually physically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered via email. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year.
	•	Vendor’s fee is fixed or determinable. The fee customers pay for software applications, customer support and other professional services is negotiated at the outset of an arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement.
	•	Collection is probable. Probability of collection is assessed on a customer-by-customer basis. Each new customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company determines from the outset of an arrangement that collection is not probable based upon the review process, revenue is recognized on a cash-collected basis, assuming all of the other basic revenue recognition criteria are met.

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Table of Contents

	Cost of Revenue

	Accounting for Income Taxes

	Net Income (Loss) Attributable to Common Stockholders per Share

F-11

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Table of Contents

															Three Months Ended
			Year Ended March 31,												June 30,
			2004				2005				2006				2005				2006
															(Unaudited)				(Unaudited)
Reconciliation of net income (loss) to undistributed net income (loss) allocable to common stockholders for the basic computation:
	Net income (loss)		$	(11,698	)		$	483			$	10,756			$	(365	)		$	3,341
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
	Net income (loss) attributable to common stockholders			(17,374	)			(5,178	)			5,095				(1,776	)			1,930
	Undistributed net income allocable to Series AA, BB and CC convertible preferred stock, if converted(2)			—				—				(1,730	)			—				(651	)
	Undistributed net income (loss) allocable to common stockholders		$	(17,374	)		$	(5,178	)		$	3,365			$	(1,776	)		$	1,279
Basic net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			18,601				18,712				18,839				18,807				19,039
	Basic net income (loss) attributable to common stockholders per share		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
Reconciliation of net income (loss) to net income (loss) attributable to common stockholders for the diluted computation:
	Net income (loss)		$	(11,698	)		$	483			$	10,756			$	(365	)		$	3,341
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
	Net income (loss) attributable to common stockholders		$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Diluted net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			18,601				18,712				18,839				18,807				19,039
	Series AA, BB and CC convertible preferred stock			—				—				9,686				—				9,686
	Dilutive effect of stock options			—				—				2,192				—				3,122
	Dilutive effect of common stock warrants			—				—				215				—				263
	Diluted weighted average shares outstanding			18,601				18,712				30,932				18,807				32,110
	Diluted net income (loss) attributable to common stockholders per share		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06

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Table of Contents

(1)	Net income is reduced by the contractual amount of dividends ($1.788 per share) due on the Company’s Series A through E cumulative redeemable convertible preferred stock.
(2)	In the years ended March 31, 2004 and 2005 and the three months ended June 30, 2005, net loss attributable to common stockholders is not allocated to the preferred stockholders because the Company’s preferred stock does not participate in losses. In the year ended March 31, 2006 and the three months ended June 30, 2006, net income attributable to common stockholders is reduced by the participation rights of the Series AA, BB and CC convertible preferred stock related to cash dividends declared by the Company. Net income attributable to common stockholders is not allocated to the Series A through E cumulative redeemable convertible preferred stock because such stockholders only participate in cash dividends in excess of their contractual dividend amount of $1.788 per share, and the Company did not have the ability to distribute amounts in excess of $1.788 per share in the year ended March 31, 2006 and the three months ended June 30, 2006.

														Three Months Ended
		Year Ended March 31,												June 30,
		2004				2005				2006				2005				2006
														(Unaudited)				(Unaudited)
Stock options			4,764				5,679				—				5,955				643
Convertible preferred stock			16,019				16,019				6,333				16,019				6,333
Common stock warrants			2,307				2,307				—				2,307				—
Total options, preferred stock and warrants exercisable or convertible into common stock			23,090				24,005				6,333				24,281				6,976

	Software Development Costs

	Cash and Cash Equivalents

	Accounts Receivable and Allowance for Doubtful Accounts

F-13

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Table of Contents

	Concentration of Credit Risk

	Fair Value of Financial Instruments

	Property and Equipment

	Long-Lived Assets

F-14

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Table of Contents

	Deferred Revenue

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Current:
Deferred software revenue		$	711			$	2,957			$	856
Deferred services revenue			18,562				26,808				28,556
		$	19,273			$	29,765			$	29,412
Non-current:
Deferred services revenue		$	3,281			$	3,036			$	3,476

	Accounting for Stock-Based Compensation

F-15

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Table of Contents

			Year Ended March 31,
															Three Months Ended
			2004				2005				2006				June 30, 2005
															(Unaudited)
Net income (loss)			$	(11,698	)		$	483			$	10,756			$	(365	)
Less: Accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)			(1,411	)
Net income (loss) attributable to common stockholders, as reported				(17,374	)			(5,178	)			5,095				(1,776	)
Add: Stock-based compensation recorded under APB 25				4				21				1,391				51
Less: Stock-based compensation expense determined under fair value method for all awards				(4,321	)			(4,438	)			(5,321	)			(1,013	)
Pro forma net income (loss) attributable to common stockholders				(21,691	)			(9,595	)			1,165				(2,738	)
Less: Undistributed net income allocable to Series AA, BB and CC convertible preferred stock, if converted				—				—				(395	)			—
Pro forma undistributed net income (loss) allocable to common stockholders			$	(21,691	)		$	(9,595	)		$	770			$	(2,738	)
Net income (loss) attributable to common stockholders per share, as reported:
	Basic		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)
	Diluted		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)
Pro forma net income (loss) attributable to common stockholders per share:
	Basic		$	(1.17	)		$	(0.51	)		$	0.04			$	(0.15	)
	Diluted		$	(1.17	)		$	(0.51	)		$	0.04			$	(0.15	)

		Year Ended March 31,
														Three Months Ended
		2004				2005				2006				June 30, 2005
														(Unaudited)
Dividend yield			None				None				None				None
Expected volatility			65	%			54	%			48	%			49	%
Risk-free interest rate			3.69	%			4.08	%			4.26	%			3.98	%
Expected life (in years)			7.00				7.00				7.00				7.00

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Table of Contents

		Three Months Ended
		June 30, 2006
		(Unaudited)
Dividend yield			None
Expected volatility			55	%
Risk-free interest rates			4.95%-5.04	%
Expected life (in years)			6.25

F-17

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Table of Contents

														Three Months Ended
		Year Ended March 31,												June 30,
		2004				2005				2006				2005				2006
														(Unaudited)				(Unaudited)
Cost of services revenue		$	—			$	—			$	25			$	2			$	26
Sales and marketing			—				—				468				30				617
Research and development			—				—				137				7				187
General and administrative(1)			4				21				761				12				567
Stock-based compensation expense		$	4			$	21			$	1,391			$	51			$	1,397

(1)	The year ended March 31, 2006 includes $263 of stock-based compensation expense related to the acceleration of the vesting period related to 41 stock options.

	Advertising Costs

	Foreign Currency Translation

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

F-18

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Table of Contents

3.	Property and Equipment

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Computer equipment		$	11,316			$	11,983			$	12,217
Furniture and fixtures			1,276				1,344				1,401
Purchased software			760				924				1,073
Other machinery and equipment			1,787				2,278				2,371
Leasehold improvements			599				912				1,187
			15,738				17,441				18,249
Less accumulated depreciation and amortization			(13,653	)			(14,119	)			(14,574	)
		$	2,085			$	3,322			$	3,675

4.	Accrued Liabilities

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Compensation and related payroll taxes		$	5,493			$	5,943			$	5,627
Other			4,958				6,742				7,440
		$	10,451			$	12,685			$	13,067

5.	Line of Credit and Term Loan

F-19

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Table of Contents

6.	Commitments and Contingencies

Year ending March 31:
	2007		$	2,186
	2008			2,516
	2009			994
	2010			96
	2011			41
			$	5,833

7.	Cumulative Redeemable Convertible Preferred Stock: Series A through E

F-20

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Table of Contents

										Shares				Undeclared				Total
						Shares				Issued and				Dividends				Unpaid
		Date of Issuance				Authorized				Outstanding				Per Share				Dividends
Series A			May 1996				3,000				2,040			$	18.07			$	36,849
Series B			July 1997				1,000				346				16.00				5,536
Series C			December 1997				1,000				333				15.28				5,092
Series D			October 1998				1,000				247				13.43				3,320
Series E			March 1999				1,000				200				13.05				2,611

8.	Stockholders’ Deficit

F-21

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Table of Contents

	Series AA Convertible Preferred Stock

	Series BB Convertible Preferred Stock

	Series CC Convertible Preferred Stock

F-22

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	Common Stock Warrants

F-23

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	Shares Reserved for Issuance

Exercise of common stock options			7,701
Conversion of Series A Stock			4,079
Conversion of Series B Stock			692
Conversion of Series C Stock			667
Conversion of Series D Stock			494
Conversion of Series E Stock			400
Conversion of Series AA Stock			2,242
Conversion of Series BB Stock			1,379
Conversion of Series CC Stock			6,066
			23,720

9.	Stock Plans

							Weighted-
			Number				Average
			of				Exercise
			Options				Price
Options outstanding at March 31, 2003				3,674			$	4.66
	Options granted			1,511				4.80
	Options exercised			(84	)			1.94
	Options canceled			(337	)			5.86
Options outstanding at March 31, 2004				4,764				4.62
	Options granted			1,175				5.66
	Options exercised			(31	)			4.92
	Options canceled			(229	)			5.80
Options outstanding at March 31, 2005				5,679				5.53
	Options granted			2,492				5.57
	Options exercised			(151	)			4.62
	Options canceled			(433	)			5.53
Options outstanding at March 31, 2006				7,587				5.56
	Options granted			240				12.04
	Options exercised			(33	)			4.64
	Options canceled			(93	)			5.87
Options outstanding at June 30, 2006 (unaudited)				7,701				5.76

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						Weighted-Average
		Outstanding												Number of				Weighted-
		Options at				Remaining								Options				Average
		June 30,				Contractual				Exercise				Exercisable at				Exercise
Range of Exercise Prices		2006				Life				Price				June 30, 2006				Price
$ 0.025			10				2.92			$	0.025				10			$	0.025
4.00			894				6.67				4.00				712				4.00
4.50			333				8.85				4.50				86				4.50
4.70			1,174				9.17				4.70				15				4.70
4.80			47				8.08				4.80				22				4.80
5.00			1,096				5.05				5.00				970				5.00
5.30			379				8.48				5.30				154				5.30
6.00			2,101				6.03				6.00				1,791				6.00
6.70			340				9.35				6.70				0				0.00
7.20			307				7.58				7.20				173				7.20
7.50			308				9.57				7.50				0				0.00
8.00			312				4.52				8.00				312				8.00
8.10			160				9.67				8.10				0				0.00
11.70			150				9.81				11.70				0				0.00
12.60			90				9.84				12.60				0				0.00
$ 0.025-12.60			7,701				7.18			$	5.76				4,245			$	5.55

Stock options outstanding			7,406
Weighted average exercise price		$	5.75
Aggregate intrinsic value		$	54,323
Weighted average remaining contractual life (in years)			7.10

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										Retrospective
		Number of				Exercise				Fair Value per				Intrinsic
Grants Date		Options Granted				Price				Common Share				Value
May 5, 2005			360			$	4.50			$	6.92			$	2.42
July 29, 2005			461				4.70				8.36				3.66
September 19, 2005			800				4.70				9.18				4.48
November 3, 2005			375				6.70				10.34				3.64
January 26, 2006			334				7.50				11.08				3.58
March 2, 2006			164				8.10				12.84				4.74
April 20, 2006 (unaudited)			150				11.70				12.98				1.28
May 3, 2006 (unaudited)			90				12.60				13.08				0.48
			2,734

	•	For the three months ended March 31, 2005, the Company had its most profitable quarter in its history, generating earnings of approximately $1,600;
	•	The Company achieved its first fiscal year of profitability for the year ended March 31, 2005;
	•	The Company entered into an original equipment manufacturer arrangement with Hitachi Data Systems; and
	•	The possibility of an initial public offering remained relatively low and a probability estimate of 30% was assigned under the PWER method as a result of the significant milestones to be achieved.

	•	For the three months ended June 30, 2005, revenues and earnings exceeded budget;
	•	The Company increased its earnings forecast for the remainder of fiscal 2006; and
	•	The Company increased the probability estimate for the initial public offering scenario under the PWER method to 40% as a result of revenues and earnings exceeding budget.

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	•	For the three and six months ended September 30, 2005, earnings exceeded the Company’s original budget and revised forecasts;
	•	In the six months ended September 30, 2005, the Company started to achieve substantial revenue growth from its original equipment manufacturer arrangements with Dell and Hitachi Data Systems; and
	•	The Company increased the probability estimate for the initial public offering scenario under the PWER method to 60% as a result of earnings exceeding forecast and the substantial revenue growth the Company achieved from its original equipment manufacturer agreements.

	•	On January 10, 2006, the Company initiated the process of an initial public offering when it held an organizational meeting; as a result, the Company increased the initial public offering scenario to 65% under the PWER method;
	•	The Company achieved consecutive quarters of profitability for the first time;
	•	For the three and nine months ended December 31, 2005, earnings exceeded original budget and revised forecasts; and
	•	The Company continued to generate cash flows from operations significantly exceeding budgeted, revised forecast and prior year amounts.

	•	The Company achieved its third quarter of consecutive profitability and completed its most profitable fiscal year for the year ended March 31, 2006;
	•	The Company continued to generate cash flows from operations significantly exceeding budgeted and prior year amounts.

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10.	Income Taxes

		Year Ended March 31,
		2004				2005				2006
Domestic		$	(6,585	)		$	3,778			$	12,901
Foreign			(5,113	)			(3,121	)			(1,694	)
		$	(11,698	)		$	657			$	11,207

		Year Ended March 31,
		2004				2005				2006
Federal		$	—			$	83			$	239
State			—				89				172
Foreign			—				2				40
		$	—			$	174			$	451

		Year Ended March 31,
		2004				2005				2006
Statutory federal income tax expense (benefit) rate			(34.0	)%			34.0	%			34.0	%
State and local income tax expense (benefit), net of federal income tax effect			(2.4	)%			13.5	%			0.9	%
Foreign earnings taxed at different rates			1.5	%			12.6	%			0.5	%
Permanent differences			4.2	%			21.5	%			(3.6	)%
Research credits			(14.3	)%			(111.3	)%			(6.9	)%
Other differences, net			0.1	%			11.2	%			1.9	%
Change in valuation allowance			44.9	%			45.0	%			(22.8	)%
Effective income tax expense (benefit) rate			0.0	%			26.5	%			4.0	%

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			March 31,
			2005				2006
Deferred tax assets:
	Net operating losses		$	42,566			$	38,120
	Depreciation and amortization			3,579				2,974
	Accrued expenses			170				512
	Deferred revenue			436				1,045
	Deferred compensation			—				425
	Allowance for doubtful accounts and other reserves			134				197
	Tax credits			9,799				10,897
Total deferred tax assets				56,684				54,170
Less valuation allowance				(56,684	)			(54,170	)
Net deferred tax assets			$	—			$	—

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11.	Employee Benefit Plan

12.	Segment Information

																Three Months
				Year Ended March 31,												Ended June 30,
				2004				2005				2006				2005				2006
																(Unaudited)				(Unaudited)
Revenue:
	United States			$	43,227			$	60,562			$	77,762			$	15,766			$	24,444
	Other				18,019				22,067				31,710				6,357				9,078
		Total		$	61,246			$	82,629			$	109,472			$	22,123			$	33,522

				March 31,
												June 30,
				2005				2006				2006
												(Unaudited)
Long-lived assets:
	United States			$	1,789			$	3,298			$	4,026
	Other				638				1,116				1,434
		Total		$	2,427			$	4,414			$	5,460

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13.	Subsequent Events

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						Additions —
		Balance at				Charged to								Balance at
		Beginning of				Costs and								End of
		Period				Expenses				Deductions				Period
Year Ended March 31, 2004:
Allowance for doubtful accounts		$	303			$	482			$	99			$	686
Valuation allowance for deferred taxes(1)		$	51,130			$	5,257			$	—			$	56,387
Year Ended March 31, 2005:
Allowance for doubtful accounts		$	686			$	107			$	191			$	602
Valuation allowance for deferred taxes(1)		$	56,387			$	297			$	—			$	56,684
Year Ended March 31, 2006:
Allowance for doubtful accounts		$	602			$	40			$	167			$	475
Valuation allowance for deferred taxes(1)		$	56,684			$	—			$	2,514			$	54,170
Three Months Ended June 30, 2006 (unaudited):
Allowance for doubtful accounts		$	475			$	75			$	16			$	534
Valuation allowance for deferred taxes(1)		$	54,170			$	—			$	7,827			$	46,343

(1)	Adjustments associated with the Company’s assessment of its deferred tax assets. The reduction in the valuation allowance for deferred taxes in the year ended March 31, 2006 and the three months ended June 30, 2006 is primarily due to utilization of federal and state net operating loss carryforwards.

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Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	19,825
NASD filing fee				19,028
NASDAQ listing fee				125,000
Accounting fees and expenses				1,200,000
Legal fees and expenses				625,000
Printing and engraving expenses				425,000
Transfer agent’s fees				20,000
Miscellaneous				66,147
	Total		$	2,500,000

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers.

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Item 15.	Recent Sales of Unregistered Securities.

	(1)	In July 2003, the registrant issued an amended and restated warrant to purchase 1,500,000 shares of its common stock at an exercise price of $12.54 per share to EMC Investment Corporation, an accredited investor. The warrant expired without being exercised on February 2, 2006. The amended and restated warrant was issued to replace a warrant to purchase 2,232,500 shares of the registrant’s common stock at an exercise price of $27.14 per share, subject to certain adjustments, that had been issued by the registrant to the holder in November 2000. The original warrant was issued to the holder in connection with the holder’s purchase of shares of the registrant’s Series BB preferred stock. No other persons were offered the opportunity to purchase the warrant or participate in the exchange and no commission or other remuneration was paid or given directly or indirectly to any person for soliciting the exchange. The issuance of the replacement warrant was therefore exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
	(2)	In September 2003, the registrant sold 4,790,802 shares of registrant’s Series CC preferred stock to four individuals and 21 investment funds and other investment entities for approximately $15 million. Each of the investors was an accredited investor. The offer and sale was exempt

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		from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
	(3)	In December 2003, the registrant issued a warrant to purchase 807,427 shares of its common stock at an exercise price of $10.50 per share to Dell Ventures, L.P., an accredited investor, in connection with the registrant’s entering into a software licensing agreement with Dell Products, L.P. as an original equipment manufacturer. The number of warrant shares and exercise price are subject to customary antidilution adjustments upon the occurrence of certain events. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.
	(4)	On June 15, 2006, the registrant issued 315,222 shares of its common stock upon the cashless exercise of the warrant held by Dell Ventures, L.P. that was issued to it in December 2003. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act. The number of common shares issued on a cashless basis was equal to the vested warrants less the number of shares of common stock having an aggregate market price equal to the aggregate exercise price of the vested warrants. Market price was determined as the greater of (i) a product obtained by multiplying the Company’s trailing 12-month revenues by six and (ii) the price of common stock sold in a qualified financing transaction within six months of the cashless exercise. During the year ended March 31, 2004, CommVault recorded $1,696,000 as a non-cash reduction of revenue in connection with this transaction at the time the warrants were issued. In the three months ended June 30, 2006, CommVault recorded $3,877 as an increase to common stock with a corresponding decrease to additional paid-in capital related to the common stock issued in connection with the cashless exercise and the preemptive rights held by the holders of CommVault’s Series AA, BB and CC preferred stock.
	(5)	On June 15, 2006, concurrently with the issuance of shares to Dell Ventures, L.P., the registrant issued 72,423 shares of common stock to holders of its Series AA, BB and CC preferred stock in accordance with the preemptive rights of such holders. The registrant issued shares to each holder as if each holder held a warrant for the shares to which it was entitled pursuant to its preemptive rights and exercised such warrant on a cashless basis. The registrant issued such shares on the same terms that it issued shares to Dell Ventures, L.P. on the same date. The registrant was required to issue such shares to comply with the preemptive rights of holders of Series AA, BB and CC preferred stock, which such holders acquired when they acquired shares of Series AA, BB and CC preferred stock between April 2000 and September 2003. Under the terms of the Series AA, BB and CC preferred stock, the issuance of such shares was automatic and occurred without any action or election by the holders of Series AA, BB and CC preferred stock. The issuance of shares was exempt from registration pursuant to Section 4(2) of the Securities Act.
	(6)	Concurrently with the closing of this offering, the registrant will issue 102,640 shares of its common stock to Greg Reyes, Reyes Family Trust, Van Wagoner Capital Partners, L.P. and Van Wagoner Crossover Fund, L.P. in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act.
	(7)	From January 1, 2003 to the date of this filing, the registrant granted options to purchase approximately 5,710,450 shares of common stock under the registrant’s 1996 Stock Option Plan. Approximately 91,565 shares of common stock have been issued upon exercise of these options. All options were granted under Rule 701 promulgated under the Securities Act or, in the case of certain options granted to N. Robert Hammer, Section 4(2) of the Securities Act.

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Item 16.	Exhibits and Financial Statement Schedules.

Item 17.	Undertakings.

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	COMMVAULT SYSTEMS, INC.

	By:	/s/ N. ROBERT HAMMER

	N. Robert Hammer
	Chairman, President and Chief Executive Officer

Signature				Title
/s/ N. ROBERT HAMMER*   N. Robert Hammer				Chairman, President and Chief Executive Officer
/s/ LOUIS F. MICELI*   Louis F. Miceli				Vice President, Chief Financial Officer
/s/ BRIAN CAROLAN*   Brian Carolan				Chief Accounting Officer
/s/ THOMAS BARRY*   Thomas Barry				Director
/s/ FRANK J. FANZILLI, JR.*   Frank J. Fanzilli, Jr.				Director
/s/ EDWARD A. JOHNSON*   Edward A. Johnson				Director
/s/ ARMANDO GEDAY*   Armando Geday				Director
/s/ KEITH GEESLIN*   Keith Geeslin				Director
/s/ F. ROBERT KURIMSKY*   F. Robert Kurimsky				Director
/s/ DANIEL PULVER*   Daniel Pulver				Director

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Signature				Title
/s/ GARY SMITH*   Gary Smith				Director
/s/ DAVID F. WALKER*   David F. Walker				Director
*By: /s/ N. ROBERT HAMMER   N. Robert Hammer Attorney-in-fact

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Exhibit
No.				Description
	1	.1*		Form of Underwriting Agreement
	3	.1**		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of August 29, 2003
	3	.2*		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of            , 2006
	3	.3*		Amended and Restated Bylaws of CommVault Systems, Inc.
	4	.1*		Form of Common Stock Certificate
	5	.1*		Opinion of Mayer, Brown, Rowe & Maw LLP
	9	.1*		Voting Trust Agreement
	10	.1**		Loan and Security Agreement, dated May 2, 2006, between Silicon Valley Bank and CommVault Systems, Inc.
	10	.2*		CommVault Systems, Inc. 1996 Stock Option Plan, as amended
	10	.3*		CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan
	10	.4*		Form of Non-Qualified Stock Option Agreement
	10	.5**		Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert Hammer
	10	.6**		Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.7**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.8**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and David West, Ron Miiller, Scott Mercer and Steven Rose
	10	.9**		Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and directors
	10	.10**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series AA investors
	10	.11**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series BB investors
	10	.12**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series CC investors
	10	.13*		Registration Rights Agreement, dated           , 2006 by and between CommVault Systems, Inc. and certain holders of Series A, B, C, D and E preferred stock
	10	.14**		Purchase Agreement, dated April 14, 2000, by and between Microsoft Corporation, certain investors and CommVault Systems, Inc.
	10	.15**		Purchase Agreement, dated November 10, 2000, by and between EMC Investment Corporation, certain investors and CommVault Systems, Inc.
	10	.16**		Series CC Purchase Agreement, dated as of February 14, 2002, by and between funds and accounts managed by affiliates of Putnam Investments, LLC, certain investors and CommVault Systems, Inc.
	10	.17**		Series CC Purchase Agreement, dated as of September 2, 2003, by and between certain investors and CommVault Systems, Inc.
	10	.18†+		Software License Agreement, dated December 17, 2003, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.19†+		Addendum One to the License and Distribution Agreement, dated May 5, 2004, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.20†+		Addendum Two to the License and Distribution Agreement, dated November 22, 2004, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.21†+		Addendum Three to the License and Distribution Agreement, dated April 28, 2005, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.22†+		Addendum Five to the License and Distribution Agreement, dated June 6, 2006, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.23†+		CommVault Systems Reseller Agreement, effective as of April 6, 2005, between CommVault Systems and Dell Inc.

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Exhibit
No.				Description
	10	.24**		Letter Agreement, dated February 8, 2002, between the holders of Series A through E Preferred Stock and CommVault Systems, Inc.
	10	.25**		Stockholders Agreement, dated as of May 22, 1996, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.26**		Amendment to the Stockholders Agreement, dated July 23, 1998, among DLJ Merchant Banking Partners, L.P., DLJ International Partners C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.27**		Second Amendment to the Stockholders Agreement, dated November 6, 2000, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.28**		Third Amendment to the Stockholders Agreement, dated February 14, 2002, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.29**		Fourth Amendment to the Stockholders Agreement, dated September 2, 2003, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. , David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.30**		Fifth Amendment to the Stockholders Agreement, dated May 22, 2006, by and among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, DLJ First ESC, L.P., DLJ ESC II, L.P., Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout Capital IX, L.P., Sprout Entrepreneurs’ Fund, L.P., Sprout IX Plan Investors, L.P., Sprout CEO Fund L.P., Thomas J. Barry, Larry Cormier, Randy Fodero, Robert Freiburghouse, Bob Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom Miller, Scotty R. Neal and CommVault Systems, Inc.
	10	.31		Waiver Agreement, dated August 28, 2006 between Putnam OTC and Emerging Growth Fund; TH Lee, Putnam Emerging Opportunities Portfolio; Putnam Technology Fund; Putnam World Trust II — Putnam Emerging Information Sciences Fund; Putnam Discovery Growth Fund; EMC Investment Corporation; Van Wagoner Crossover Fund, L.P.; Van Wagoner Capital Partners, L.P.; Wheatley Partners III, L.P.; Wheatley Associates III, L.P.; Sprout IX Plan Investors, L.P.; Sprout Entrepreneurs Fund, L.P.; Sprout Capital IX, L.P.; DLJ Capital Corporation; Camelot Capital L.P.; Camelot Capital II L.P.; Camelot Offshore Fund Limited and CommVault Systems, Inc.
	21	.1**		List of Subsidiaries of CommVault Systems, Inc.
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1)
	24	.1**		Powers of Attorney (included on the signature page to the original registration statement)

*	To be filed by amendment.

**	Previously filed.

+	Previously filed but updated version filed herewith.

†	Confidential treatment has been requested for portions of this document. Omitted portions have been filed separately with the SEC.

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.18


                          SOFTWARE LICENSING AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT is entered into as of this 17th day of December,
2003 (hereinafter "Effective Date") by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., a Delaware corporation having a
principal place of business at 2 Crescent Place, Oceanport, New Jersey 07757
(hereinafter "Licensor").

1.0      DEFINITIONS

1.1      AGREEMENT shall mean this Software License Agreement and its
         Supplement.

1.2      LICENSED PRODUCT(S) shall mean: (i) the software in object code form
         and documentation listed in the Supplement to this Software License
         Agreement and (ii) all improvements, corrections, modifications,
         alterations, revisions, extensions, upgrades, national language
         versions and/or enhancements to the software in object code form and/or
         documentation made during the term of this Agreement (hereinafter
         "Updates").

1.3      SUPPLEMENT shall mean the supplement executed under this Software
         License Agreement. The supplement shall describe the Licensed
         Product(s) and may include additional terms and conditions such as
         compensation, delivery schedules, technical contacts and other
         information related to the Licensed Product(s). The terms and
         conditions of this Software License Agreement shall apply to the
         Supplement.

2.0      OBJECT CODE LICENSE

2.1      Licensor hereby grants to Dell a non-exclusive, worldwide, and, subject
         to Section 9, below, irrevocable right and license, under all
         copyrights, patents, patent applications, trade secrets and other
         necessary intellectual property rights, to: (i) use, make, execute,
         reproduce, display, perform, the Licensed Product(s), in object code
         form, (ii) distribute and license, the Licensed Product(s), in object
         code form, as part of, in conjunction with, or for use with, Dell
         systems and (iii) authorize, and license third parties to do any, some
         or all of the foregoing. Dell shall have the option to distribute the
         Licensed Product(s) to end users pursuant to Licensor's end user
         license agreement

2.2      The above grant includes, without limitation, the right and license to:
         (i) use Licensor's trade names, product names and trademarks (the
         "Trademarks") in connection with the marketing and distribution of
         Licensed Product(s) and (ii) all pictorial, graphic and audio visual
         works including icons, screens and characters created as a result of
         execution of the Licensed Product(s). Dell's use of the Trademarks
         shall be in accordance with applicable trademark law. Dell agrees to
         consistently identify the Trademarks as being the property of Licensor.
         Dell agrees that the Trademarks are and will remain the sole property
         of Licensor and agrees not to do anything inconsistent with that
         ownership. Dell shall (a) comply with any requirements established by
         Licensor concerning the style, design, display and use of the
         Trademarks, (b) correctly use the "(R)" registration and "(TM)"
         symbols, (c) use the Trademark solely in connection with the
         appropriate products, (d) promptly inform Licensor of the use of any
         marks similar to the Trademarks and any potential infringements of the
         Trademarks which comes to Dell's attention, and (e) not misuse the
         Trademarks or engage in any unlawful activity in any way related to the
         use of the Trademarks. Dell will indemnify, defend and hold harmless
         Licensor and its officers, directors, employees and agents from and
         against any and all liabilities, losses, damages, claims, costs and
         expenses (including without limitation, reasonable attorney's fees and
         expenses) arising out of (i) misuse of the Trademarks, (ii) any
         statements or representations made to any person or entity by the Dell
         or its agents concerning the Products and (iii) any other negligent,
         reckless or wrongful conduct of the Dell or its agents arising in
         connection with its activities related to this Agreement or the
         Products. All sales and promotions materials (including, without
         limitation, labels, stickers, packaging or software documentation)
         which include any Trademark shall be subject to the advance review and
         approval of Licensor; it being understood that once Licensor has
         approved any particular use, Licensor need not approve any additional
         use which is substantially the same as that which has been previously
         approved, provided such future use complies with the foregoing
         obligations regarding Trademark usage. When requested, Dell shall send
         samples of advertising and promotional materials bearing any Trademark,


                                       1



[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.


         samples of any goods bearing or sold under any Trademark, and any other
         documentation which may permit Licensor to determine whether the
         Trademark uses conform to the requirements of this Agreement..

2.3      Licensor hereby grants to Dell a non-exclusive, worldwide, and, subject
         to Section 9, below irrevocable right and license, under all
         copyrights, patents, patent applications, trade secrets and other
         necessary intellectual property rights, to internally: (i) use,
         execute, reproduce, display, perform, and distribute the Licensed
         Product(s), for the purposes of enabling Dell to maintain, service and
         manufacture the Licensed Product(s) and (ii) authorize, and license
         third parties to do any, some or all of the foregoing on Dell's behalf.

3.0      COMPENSATION; PER COPY ROYALTIES, SUPPORT PRICING, AND MAINTENANCE
         PRICING

3.1      Dell will pay Licensor a per copy royalty as set forth in the Pricing
         Supplement for each copy of the Licensed Product(s) distributed by Dell
         for revenue. No per copy royalties shall be due for copies of the
         Licensed Product(s): (i) used or distributed for demonstration,
         marketing or training purposes, (ii) distributed to a customer as a
         replacement for a defective copy or to fix an error, (iii) used to
         repair or maintain a customer's system, (iv) held for backup or
         archival purposes, (v) returned by a customer, (vi) used for
         manufacturing or testing purposes or (vii) distributed to an existing
         customers as an upgrade to their existing copy of the Licensed
         Product(s).

3.2      Unless provided otherwise in a Schedule, all prices will be in U.S.
         dollars and are exclusive of applicable value, added, sales, use,
         excise, or similar taxes for which Dell shall be obligated to pay
         licensor. Dell will have no liability for any taxes based on Licensor's
         net assets or income or for which Dell has an appropriate resale or
         other exemption. Licensor shall be the importer of record for VAT/GST
         purposes (applicable in the country of incorporation). All payments
         shall be made in United States currency. Licensor acknowledges that
         there is no minimum aggregate royalty due under this Agreement and that
         any royalties received will be based solely on the criteria set forth
         above. Licensor acknowledges and agrees that Dell has the right to
         withhold any applicable taxes from any royalties due under this
         Agreement if required by any government agency.

3.3      Dell shall pay Licensor the amounts set forth in the Pricing Supplement
         during the term of this Agreement and for so long thereafter as
         Licensor has any obligations under Exhibit C ("Support") or to provide
         maintenance as described in Section 4.2 below.

4.0      SUPPORT, TRAINING AND MAINTENANCE

4.1      Licensor shall, at its expense, train Dell personnel to set up,
         install, configure and operate the Licensed Product(s) and provide such
         other training to assist and enable Dell to fully perform and exercise
         its rights under this Agreement. Such training shall be completed
         thirty (30) days prior to Dell's commercial introduction of the
         Licensed Product(s). Thereafter, further training of additional Dell
         personnel will be conducted by the Dell personnel previously trained by
         Licensor. Additional training periods for Updates, if any shall also be
         provided at Licensor's expense and within a mutually agreed upon time
         period.

4.2      During the term of this Agreement, and for a period of up to three
         years after the termination of the Agreement, as long as Dell has not
         breached this Agreement, Licensor shall, provide Dell with all
         maintenance releases generally made available by Licensor to licensees
         of the Licensed Product(s).

4.3      During the term of this Agreement, and for a period of up to three
         years after the termination of the Agreement, as long as Dell has not
         breached this Agreement, the parties shall provide and comply with the
         Support obligations set forth in Exhibit C.,

5.0      END USER LICENSE

         Dell acknowledges that all software sold separately or with hardware
         and obtained by Dell from Licensor is proprietary to Licensor and its
         licensors and is subject to patents and/or copyrights owned by Licensor
         and/or its licensors. Any references to "purchases" of software and
         Products containing software products signify only the purchase of a
         license to use the software in question pursuant to the terms of the
         Licensor's then current applicable end user license agreement, as
         provided to Dell,, a copy of which Licensor has and will have included
         with the

                                       2



         Products and which is incorporated herein in its entirety by this
         reference for the term of this Agreement. Notwithstanding anything to
         the contrary contained herein, Dell agrees to be bound by all of the
         terms of such end user license agreement and agrees that it will
         acquire no rights with respect to such software Product other than the
         right to use such software pursuant to the terms of such software
         license agreement.

6.0      REPRESENTATIONS AND WARRANTIES

         On an ongoing basis, Licensor represents and warrants that:

         (a)      the Licensed Product(s) will operate in accordance with its
                  written specifications;

         (b)      Licensor has all the necessary rights, titles and interests in
                  the Licensed Product(s) to grant Dell the rights and licenses
                  contained in this Agreement;

         (c)      the Licensed Product(s) shall not infringe any copyright,
                  patent, trade secret or any other intellectual property rights
                  or similar rights of any third party;

         (d)      the Licensed Product(s) does not contain any known viruses,
                  expiration, time-sensitive devices or other harmful code that
                  would inhibit the end user's use of the Licensed Product(s) or
                  Dell system;

         (e)      Licensor and the Licensed Product(s) comply with all
                  governmental laws, statutes, ordinances, administrative
                  orders, rules and regulations and that Licensor has procured
                  all necessary licensees and paid all fees and other charges
                  required so that Dell can exercise the rights and license
                  granted under this Agreement;

         (f)      Licensor has a proprietary and invention assignment agreement
                  for employees which provides for a waiver or agreement not to
                  assert any rights in the Licensed Product(s)

         (g)      There is no restriction of any relevant governmental authority
                  which prohibits the export of the Licensed Product(s) to
                  countries outside the United States and Canada, other than
                  those laws of the United States which prohibit exports
                  generally , as may be modified from time to time, including
                  without limitation, to Libya, Cuba, North Korea, Syria, Sudan,
                  Iran and Iraq; and

         (h)      Licensor has and will continue to comply with all applicable
                  governmental laws, statutes, rules and regulations including,
                  but not limited to, those related to export of product and
                  technical data, and Licensor agrees that for any updates,
                  upgrades and new products which are licensed to Dell pursuant
                  to the terms of this Agreement, Licensor shall provide prior
                  written notice of any facts which would make the foregoing
                  representations untrue.

         (i)      Either (i) the Licensed Product(s) are not encrypted, nor do
                  they contain encryption capability; or (ii) if the Licensed
                  Product(s) does contain encryption capabilities, Licensor
                  agrees to adhere to the requirements described in Exhibit A.


In addition to Licensor's end user license agreement, Licensor hereby makes the
following additional ongoing representations and warranties:

         (l)      Licensor will warrant the Licensed Product(s) directly to the
                  end-user in accordance with the terms and conditions set forth
                  in Licensor's end-user license agreement; and

         (m)      Licensor has agreed to honor all replacement requests received
                  from Dell or end users under the terms of Licensors end user
                  license agreement pertaining to defective Licensed Product(s).

7.0      LIMITED WARRANTY

         Licensor warrants that the Products sold hereunder shall be new and
         shall operate substantially in accordance with its user documentation
         for a period of ninety (90) days from the date of shipment by Licensor
         (hereinafter the "Warranty Period"). If, during the Warranty Period,
         Dell believes any Product to be defective, Dell shall immediately
         notify Licensor in writing and shall follow Licensor's instructions
         regarding the return of such Product. Licensor's sole liability to
         Dell, and Dell's sole remedy, shall be, at Licensor's option, (i)
         repair or replacement of the Product which does not comply with this
         Limited Warranty, or (ii) return of the amount paid by Dell for the
         Product which does not comply with the Limited Warranty. In the event
         Licensor determines that the Product is in compliance

                                       3



         with this Limited Warranty, Dell shall pay the cost of all charges
         associated with the inspection and shipment of such Product by
         Licensor.

         LICENSOR DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE UNINTERRUPTED
         OR ERROR FREE. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER
         WARRANTIES. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
         AND LICENSOR EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
         QUALITY, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE
         PROVISIONS SET FORTH ABOVE STATE LICENSOR'S ENTIRE RESPONSIBILITY AND
         YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF ANY
         WARRANTY.

         NO CONSEQUENTIAL DAMAGES. LICENSOR WILL NOT, UNDER ANY CIRCUMSTANCES,
         BE LIABLE TO DELL OR ANY OTHER PARTY, FOR COSTS OF PROCUREMENT OF
         SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST OPPORTUNITY COSTS,
         LOSS OF INFORMATION OR DATA OR ANY OTHER SPECIAL, INDIRECT OR
         CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION ARISING OUT OF
         OR RELATING TO THIS WARRANTY OR RESULTING FROM THE SALE OF PRODUCTS OR
         USE BY DELL OR ANY OTHER PARTY OF SUCH PRODUCTS, EVEN IF LICENSOR HAS
         BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
         ANY FAILURE OF AN ESSENTIAL PURPOSE OF THIS LIMITED WARRANTY.

8.0      INDEMNIFICATION

8.1      Licensor shall fully indemnify, defend and hold harmless Dell, Dell,
         Inc., Dell, Inc.'s subsidiaries and affiliates and all of the foregoing
         entities' officers, directors, employees, agents, customers and
         licensees, and their successors and assigns, from and against any and
         all third party claims, actions, suits, legal proceedings, demands,
         liabilities, damages, losses, judgments, settlements, costs and
         expenses, including, without limitation, attorney's fees, arising out
         of or in connection with any alleged or actual:

                           (i) infringement by Licensor and/or the Licensed
                  Product(s) of any copyright, patent, trade secret or other
                  intellectual property rights or similar rights of any third
                  party;

                           (ii) damage to any real and tangible property,
                  personal injury, death or any other damages or losses
                  sustained by whomever suffered, resulting, or claimed to
                  result, in whole or in part from any alleged or actual defect
                  in the Licensed Product(s) whether latent or patent, including
                  any alleged or actual improper construction or design or the
                  failure of the Licensed Product(s) to comply with its written
                  specifications or any express or implied warranties.

8.2      In the event that Dell becomes aware of any such claim, Dell shall: (i)
         notify Licensor of such claim, (ii) cooperate with Licensor in the
         defense thereof. Licensor and Dell, at Dell's discretion, shall have
         the right to participate in the defense of any such claim or action.
         Dell shall not settle any such claims without the Licensor's prior
         consent, which consent shall not be unreasonably withheld. If Dell
         complies with the provisions hereof, Licensor will pay all damages,
         costs and expenses finally awarded to third parties against Dell in
         such action.

8.3      In addition to Licensor's obligations under Subsection 8.1 above, in
         the event that a claim of infringement is made with regard to the
         Licensed Product(s), or in Licensor's opinion might be held to infringe
         as set forth above, Licensor shall, at its own expense and option,
         procure for Dell the right to exercise the rights and licenses granted
         to Dell under this Agreement or modify the Licensed Product(s) such
         that it is no longer infringing. If neither of such alternatives is, in
         Licensor's opinion, commercially reasonable, the infringing Product
         shall be returned to Licensor and Licensor 's sole liability, in
         addition to its obligation to reimburse awarded damages, costs and
         expenses set forth above, shall be to refund the amounts paid to
         Licensor by Dell for such Product. Licensor will have no liability for
         any claim of infringement arising as a result of Dell's use of a
         Product in combination with any items not supplied by Licensor, or any
         modification of a Product by Dell or third parties.

                                       4



         THIS SECTION 8 STATES THE ENTIRE LIABILITY OF LICENSOR TO DELL OR ANY
         SUBSEQUENT PURCHASER, LESSEE, END USER OR ASSIGNEE OF PRODUCTS
         CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT
         NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

9.0      TERM AND TERMINATION OF AGREEMENT

9.1      Unless earlier terminated as provided below, the term of this Agreement
         shall be for three (3) years from the Effective Date and, unless either
         party gives thirty (30) days notice of nonrenewal prior to the end of
         the initial term or any renewal term, this Agreement shall
         automatically renew for successive one (1) year periods.

9.2      Either Party may, at its option and upon written notice to the other
         Party, terminate this Agreement if: (a) a material breach of this
         Agreement by the other Party is not remedied within thirty (30) Days
         after the breaching Party's receipt of written notice of the breach;
         (b) the other Party admits in writing its inability to pay its debts
         generally as they become due, files a petition for bankruptcy or
         executes an assignment for the benefit of creditors or similar
         document; (c) a receiver, trustee in bankruptcy or similar officer is
         appointed for the other Party's property; or (d) a majority interest of
         the equity or assets of the other Party is transferred to an unrelated
         third party or this Agreement is assigned without the prior written
         consent of the other Party to this Agreement. Dell may terminate this
         Agreement without cause upon prior written notice to the other party.
         Neither party will have any liability to the other arising from such a
         termination of the Agreement, provided the termination is properly
         noticed

9.3      All licenses and sublicenses granted to customers and other licensees
         under this Agreement, and all provisions of Sections, 9.0, 10.0 and
         11.0, shall survive any expiration or termination of this Agreement and
         shall bind the parties and their successors, heirs, assigns and legal
         representatives. In addition, Licensor's obligations under Section 4,
         5, 6,7 and 8 shall survive for one (1) year after any expiration or
         termination of this Agreement in order for Dell to satisfy its then
         existing contractual obligations to its customers and licensees. Dell
         shall retain a limited license in accordance with Section 2 to use the
         Licensed Product(s) in order to satisfy such obligations and to exhaust
         its inventory of Licensed Product(s) existing at expiration or
         termination, provided that Dell's right to exhaust any such inventory
         shall not extend beyond 180 days after expiration or termination.
         Thereafter, Dell agrees to return or destroy all additional copies of
         the Licensed Product(s) in its possession.


10.0     LIMITATION OF LIABILITIES

10.1     EXCEPT AS SET FORTH IN SECTION 10.2, NEITHER PARTY SHALL BE LIABLE FOR
         ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY
         PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF
         SUCH DAMAGES.

10.2     EXCEPT FOR LICENSOR'S OBLIGATIONS UNDER SECTION 9 "INDEMNIFICATION" AND
         SECTION 12 "CONFIDENTIALITY", DELL AGREES THAT LICENSOR'S LIABILITY TO
         DELL IN ANY WAY CONNECTED WITH THE SALE OF PRODUCTS TO DELL, REGARDLESS
         OF THE FORM OF ACTION, SHALL IN NO EVENT EXCEED THE PRICE PAID BY DELL
         FOR SUCH PRODUCTS. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR
         ANY DAMAGES RESULTING FROM LICENSOR 'S FAILURE TO MEET ANY DELIVERY
         SCHEDULE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
         DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE FOR COSTS OF PROCUREMENT
         OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST OPPORTUNITY
         COSTS OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
         HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT
         OF THESE TERMS OR THE SALE OF PRODUCTS OR SERVICES TO DELL. THIS
         LIMITATION SHALL APPLY EVEN IF LICENSOR HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
         ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY.

                                       5



11.0     CONFIDENTIAL INFORMATION

11.1     The parties agree that information exchanged under this Agreement that
         is considered by either party to be confidential information will be
         subject to the terms and conditions of the non-disclosure agreement in
         place between the parties. If the parties have not executed a
         non-disclosure agreement, the parties will negotiate in good faith the
         terms of such an agreement. Licensor shall not provide to Dell any
         information that is considered confidential information of any third
         party.

11.2     At Dell's request, which shall not be made more frequently than once
         per quarter per year, Licensor will provide unaudited, or audited,
         financial statements to Dell.


12.0     [***]


13.0     MISCELLANEOUS

13.1     This Agreement shall in no way preclude Dell from independently
         developing, having developed or acquiring or marketing any products or
         services nor shall it in any way preclude Dell from entering into any
         similar agreement with any other party.

13.2     Dell shall have full freedom and flexibility in its decisions
         concerning the distribution and marketing of the Licensed Product(s)
         including, without limitation, the decision of whether or not to
         distribute or discontinue distribution of the Licensed Product(s). Dell
         does not guarantee that its marketing, if any, of the Licensed
         Product(s) will be successful.

13.3     This Agreement may not be assigned by Licensor, in whole or in part,
         including without limitation by operation of law, in a merger or stock
         or asset sale, without the express written permission of Dell. If
         Licensor makes any attempt to assign this Agreement without Dell's
         written consent, Dell will have the option to immediately terminate
         this Agreement. No permitted assignment or subcontract by Licensor
         shall relieve Licensor of any obligations hereunder. Licensor shall
         always remain jointly and severally liable with any assignees under
         this Agreement. In the event Dell terminates this Agreement under this
         section Licensor will have no liability to Dell in respect of such
         termination.

13.4     Licensor is an independent contractor. Licensor is not a legal
         representative or agent of Dell, nor shall Licensor have the right or
         authority to create or incur any liability or any obligation of any
         kind, express or implied, against, or in the name of, or on behalf of
         Dell.

13.5     Provider represents and warrants that the prices for Products shall not
         be less favorable than prices applicable to sales by Provider to any
         other customer purchasing like quantities of the same products under
         comparable terms. If at any time during the term of this Agreement
         Provider accords to any other such customer more favorable prices,
         Provider shall immediately offer to sell the Products to Dell at
         equivalent prices accorded to such other customer. Dell, or Dell's
         agent, may audit Provider's compliance with this Section 5 upon
         reasonable notice to Provider and subject to the confidentiality
         provisions of Section 15 of this Agreement and the applicable NDA, Dell
         may audit Provider's manufacturing locations or corporate headquarters
         and review and copy any information reasonably relevant to the purpose
         of any audit permitted by this Agreement. Notwithstanding anything to
         the contrary contained herein, Licensor shall have no obligation to
         disclose confidential information which is the subject of another
         confidentiality agreement. In addition, Dell may: (a) inspect Products
         at any stage of production or testing; (b) review Provider's facilities
         and quality control procedures; and (c) accompany Dell customers on
         visits to Provider's manufacturing locations. Provider will furnish, or
         cause to be furnished (without charge), all reasonable facilities and
         assistance necessary for the safety and convenience of any personnel
         performing the audits.

13.6     Licensor shall not publicize the existence of this Agreement with Dell
         nor refer to Dell in connection with any promotion or publication
         without the prior written approval of Dell. Further, Neither Party
         shall disclose the terms and conditions of this Agreement to any third
         party, including, but not limited to, any financial terms, except as
         required by law or with the prior written consent of the other Party.

                                       6



13.7     Licensor shall comply with all applicable governmental laws, statutes,
         ordinances, administrative orders, rules and regulations including,
         without limitation, those related to the export of technical materials.
         Licensor shall provide Dell with prompt written notice of any export
         restrictions related to the Licensed Product(s).

13.8     Any and all written notices, communications and deliveries between
         Licensor and Dell with reference to this Agreement shall be deemed made
         on the date of mailing if sent by registered or certified mail to the
         respective address of the other party as follows:

                  In the case of Dell:      Dell Products L.P.
                                            One Dell Way
                                            [***]
                                            Round Rock, TX 78682
                                            Attn:    [***]

                  In the case of Licensor:  CommVault Systems, Inc.
                                            2 Crescent Place
                                            Oceanport, NJ 07757
                                            Attn:    Finance
                                                     Cc: Legal Department



13.9     This Agreement shall be governed by and interpreted in accordance with
         the laws of the State of New York, U.S.A. without regards for its rules
         of conflict of laws, as if this Agreement was executed in and fully
         performed within the State of New York. Both parties hereby waive any
         right to a trial by jury relating to any dispute arising under or in
         connection with this Agreement.

13.10    Should any provision herein be held by a court of competent
         jurisdiction to be illegal, invalid or unenforceable, such provision
         shall be modified to reflect the intentions of the parties. All other
         terms and conditions shall remain in full force and effect.

13.11    No amendment, modification or waiver of any provision of this Agreement
         shall be effective unless set forth in a writing executed by an
         authorized representative of each party. No failure or delay by either
         party in exercising any right, power or remedy will operate as a waiver
         of any such right, power or remedy. No waiver of any provision of this
         Agreement shall constitute a continuing waiver or a waiver of any
         similar provision unless expressly set forth in a writing signed by an
         authorized representative of each party.

13.12    Since Dell transacts business with the United States government,
         Licensor must comply with the applicable federal laws and Federal
         Acquisition Regulations ("FARs") including the following:

         It is Dell's policy to take affirmative action to provide equal
         employment opportunity without regard to race, religion, color,
         national origin, age, sex, disability, veterans status or any other
         legally protected status. As a condition of doing business, Dell
         requires Licensor to practice equal opportunity employment and to
         comply with Executive Order 11246, as amended, Section 503 of the
         Rehabilitation Act of 1973, and Section 4212 of the Vietnam Era
         Veteran's Readjustment Assistance Act of 1974, all as amended, and the
         relevant Regulations and Orders of the U.S. Secretary of Labor.
         Additionally, to the extent required by applicable law, the following
         sections of Chapter 60 of Title 41 of the Code of Federal Regulations
         are incorporated by reference in this Agreement and each Order: 41 CFR
         60-1.4(a); 41 CFR 60-1.8; 41 CFR 60-741; 41 CFR 60-250; 41 CFR 60-1.7;
         41 CFR 60-1.40.

         It is the policy of the United States (FAR 52.219-8) that small
         business concerns, small business concerns owned and controlled by
         socially and economically disadvantaged individuals and small business
         concerns owned and controlled by women shall have the maximum
         practicable opportunity to participate in performing contracts for any
         Federal agency. Licensor agrees to comply with this policy and to
         provide reporting of data as requested to the Small Business Liaison
         Officer, Dell, Inc., One Dell Way, Round Rock, Texas, 78682.

13.13    This Agreement sets forth the entire agreement and understanding of the
         parties relating to the subject matter contained herein, and merges all
         prior discussions and agreements, both oral and written, between the
         parties.

                                       7



         Nothing in any purchase order, invoice, order acknowledgment, or other
         document of Licensor shall be of any effect whatsoever and may not
         affect, alter, or modify the terms and conditions of this Agreement. If
         the terms and conditions of this Agreement conflict with any terms of a
         Dell purchase order relating to the Licensed Product(s), the terms and
         conditions of this Agreement shall govern. The terms and conditions set
         forth in Supplements are hereby incorporated into this Software License
         Agreement by reference. If the terms and conditions of this Software
         License Agreement conflict with any terms and conditions contained in a
         Supplement, the terms and conditions of the Supplement shall govern.

13.14    [***]

IN WITNESS WHEREOF, the parties hereto have duly executed this Software License
Agreement by their respective duly authorized officers to be effective as of the
Effective Date as first written above.

DELL PRODUCTS L.P.         COMMVAULT SYSTEMS, INC.

By: /s/ Illegible          By: /s/ David R. West

Title: Director, WWP       Title: VP Business Development

Date: Dec 22, 2003         Date: Dec. 18, 2003

                                       8



                                    EXHIBIT A

                        SOFTWARE COMPLIANCE QUESTIONNAIRE

NOTE:                        ENCRYPTED SOFTWARE EXPORT CONTROLS


In accordance with the U.S. Export Administration Regulations, certain software
and items possessing encryption capabilities may require formal export licenses
before they can be exported and/or re-exported from the United States.

In order to make proper licensing determinations of your software and/or
commodity it is essential that you complete the questions on the following page.

If you need assistance or have questions, please contact [***] at: [***] or tel:
[***].

If your software has not been classified and you have questions on how to
classify your software, refer to the BXA (Bureau of Export Administration)
Website at http://www.bxa.doc.gov. Under the category of Getting Help and
Contacting Us, click on the General Fact Sheets. Then click on Explanation of
what commodity classifications are or Guidance on requesting a commodity
classification.

If you are unable to provide the information required, please forward this
questionnaire to your Export Controls or Legal department.

This is a legal matter which deals with regulations on export controls and
compliance. We trust we can count on your maximum cooperation, in providing us
with the requested information by return fax to [***], or e-mail to [***].

Yours truly,

Dell, Inc.
Worldwide Export Compliance Organization

                                       9



SOFTWARE QUESTIONNAIRE

         COMPANY NAME: _________________________________________________________

         PRODUCT NAME & VERSION NUMBER: ___________________________
         COUNTRY OF ORIGIN: ____________

         EXPORT COMMODITY CONTROL NUMBER (ECCN): __________________
         LICENSE EXCEPTION:  __________

         IF YOUR LICENSE EXCEPTION IS ENC, HAVE YOU HAD YOUR 1X REVIEW FOR
         RETAIL EXEMPTION?  YES  OR  NO

CCAT NUMBER: _______________

IF PRODUCT IS 5D002, ENC, PLEASE PROVIDE A COPY OF THE BXA CLASSIFICATION
VERIFICATION (CCAT).

1.       What is the functionality of your software (i.e.: word processing,
         engineering/design, communication, operating system, etc.)?

         _______________________________________________________________________

2.       What type of equipment is the software used to support
         (i.e.: telecommunications, manufacturing/test, computers, etc.)?
         Please be specific.

         _______________________________________________________________________

3.       Is your software available to the public via sales from stock at retail
         selling points by means of "over-the-counter" transactions, mail
         order, or telephone call transactions (Mass Market)?

         _________________________________________ IF YES, PLEASE FORWARD A COPY
         OF BXA APPROVAL.

4.       Is your software designed for installation by the user without further
         substantial support (substantial support does not include telephone
         (voice only) help line services for installation or basic operation, or
         basic operation training provided by the supplier?

         _______________________________________________________________________

5.       Does your software or commodity have encryption capabilities?

         _______________________________________________________________________

IF THE ANSWER TO QUESTION 5 ABOVE IS "NO", YOU DO NOT NEED TO COMPLETE THE
REMAINING QUESTIONS ON THIS FORM.

6.       What function does the encryption provide (i.e.: password protection,
         data encryption, etc.? Please be specific.

         _______________________________________________________________________

7.       Does the data encryption algorithm exceed a key space of 64 bits?

         _______________________________________________________________________

8.       What is the specific bit level of encryption?

         _______________________________________________________________________

9.       Does your software or commodity allow the alteration of the data
         encryption mechanism and its associated key spaces by the user?

         _______________________________________________________________________

10.      Please provide a brief written summary of the encryption technology
         used in the design of the software or commodity in question. Please be
         sure to identify the type of algorithm used.

         _______________________________________________________________________

                                       10



11.      Is there an EXPORT version of the software named above?

         _______________________________________________________________________

THIS FORM COMPLETED BY:


Name: __________________ Title: ____________________ Signature: ________________


Date: _______________ Phone #: ____________________

                                       11



                               PRICING SUPPLEMENT
                                     TO THE
                          SOFTWARE LICENSING AGREEMENT
                                     BETWEEN
                                      DELL
                                        &
                             COMMVAULT SYSTEMS, INC.




SKU DESCRIPTION                                 [***]       [***]        MSRP        DISCOUNT
                                                                         
CommServe                                       [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

[***]                                           [***]       [***]        [***]        [***]

GalaxyExpress LAN Suite includes:               [***]       [***]        [***]        [***]


     GalaxyExpress (key code upgrade to Galaxy)

     1 Windows, Storage Server2003, Linux or Novell MediaAgent included

     Includes support for up to 6 drive library for list of Dell supported
drives/libraries

     3 FS Agents (can purchase more FS agents from list above) for Windows,
UNIX, Linux or Novell

     1 Windows Application iDA (can purchase more Windows (only) APP agents from
list above)

     Max 25 total clients (agents), no san spt + other Gexpress limitations

[***]                                                         [***]        [***]


                                       12

                                   SCHEDULE C
                               ENTERPRISE SUPPORT

1.0      PURPOSE

      This Schedule C describes the support and training terms and conditions
      required by Dell.

      The working relationship between Dell and the Supplier in addressing
      different levels of customers' problems (severity incidents) should be a
      consistent, smooth, understandable process. Dell customers should perceive
      a seamless and efficient supporting organization that can meet their
      expectations on all levels of support issues with:

            -     A sense of urgency

            -     A timely resolution

            -     Concern for the customer's situation

2.0   DEFINITIONS:

      Severity 1 Support Request

      A customer problem reported to Dell where immediate Supplier engagement
      and assistance is required in providing resolution. A Severity 1 situation
      is when any of the following conditions occur:

            -     A problem, which critically impacts the end customer's ability
                  to do business.

            -     A significant number of users of the system and/or network are
                  currently unable to perform their tasks as necessary.

            -     The system and/or network are down or severely degraded.

            -     A system or major application is totally down.

      Severity 2 Support Request

      A customer problem reported to Dell where urgent Supplier engagement and
      assistance is required in providing resolution. A Severity 2 situation is
      when any of the following conditions occur:

            -     A problem which impacts the end customer's ability to do
                  business, the severity of which is significant and may be
                  repetitive in nature.

            -     A function of the system, network or product is impacted
                  which impedes the customer from meeting daily production
                  deliverables.

      Severity 3 Support Request

      A customer problem reported to Dell where timely Supplier engagement and
      assistance is required in providing resolution. A Severity 3 situation is
      when any of the following conditions occur:

- -     A problem, which negligibly impacts our customer's ability to do business.

- -     May include questions and/or general consultation.

3.0   SUPPLIER SUPPORT INCIDENT RESPONSE BY SEVERITY

      The Incident Severity levels defined below are utilized in establishing
      the problem impact to the customer upon problem receipt and will be used
      to set expectations between the parties of this agreement. Severities are
      established by Dell during escalation to the Supplier and are subject to
      change during the life of each specific incident.

      3.1   SEVERITY 1: [***]

      3.2   SEVERITY 2: [***]

      3.3   SEVERITY 3: [***]

4.0   TECHNICAL SUPPORT PROCEDURES

      [***].

      Where the vendor performing installation and Professional Service
      Offerings of their product, it is required that they have extensive
      knowledge of the following hardware;


Dell Confidential                      13


      -     Dell Servers and PowerVault Storage Products

      -     Dell|EMC SAN environments, including switches, hubs and HBAs

      -     Other major vendor's tape backup products.

      LEVEL 1 SUPPORT means the services provided by a product trained Customer
      Support Engineer in response to an End User's initial notification of a
      suspected Problem. These services include, but may not be limited to, call
      logging, entitlement verification, and closing the matter with the End
      User after Problem Resolution. If escalation is required, all necessary
      information will be gathered. Upon completion of information gathering,
      escalation will occur to a Level 2 Support Engineer.

      LEVEL 2 SUPPORT means the services provided by one or more trained senior
      Customer Service Engineers ("CSEs") for detailed installation,
      configuration information, integration information, compatibility
      information, Problem isolation, troubleshooting, and determination of
      whether a Problem is reproducible, with the intent to resolve the End
      User's Problem. All resources including documentation, Knowledge Base
      and/or Patch matrix should be consulted before escalation to a Level 3
      Support engineer.

      LEVEL 3 SUPPORT means the services provided by one or more CommVault
      senior CSEs working in conjunction with development engineers to resolve
      Problems in the Software that cannot be resolved with Level 2 Support or
      are determined to be, or are highly probable to be, the result of a
      design, implementation or product defect. The problem may also be related
      to compatibility issues due to complex interaction between the Software
      and a third party vendor's product.

      When contacted for support by Dell, Supplier will respond according to the
      support collaboration targets and guidelines in Section 5.0 below. Both
      Dell and the Supplier will specify initial Technical Escalation Contacts
      in ATTACHMENT 1, which may be updated from time to time by mutual written
      agreement of the parties. Such written agreement may be in the form of
      electronic mail.

      4.1   TECHNICAL SUPPORT ENGAGEMENT

            To ensure a smooth transition during technical collaboration or
      escalation, it is essential that all parties remain engaged until the next
      level is fully engaged, including access to all relevant contact
      information and technical activity to date.

      4.2   SOLUTION DELIVERY

            [***].

      4.3   THIRD PARTY DEPENDENCY

            In the event that a Supplier is dependent upon a third party to
      provide support for a product or product component, it is incumbent upon
      the Supplier to establish an agreement with the third party, such that
      the Supplier is capable of meeting the expectations identified in this
      SLA by working through the 3rd party.

      4.4   UNRESOLVED SEVERITY 1 PROBLEMS (SOFTWARE)

            In the event of an unresolved Severity 1 problem for a
      customer or Dell, that has not been resolved within the `Resolution
      Target' timeframe defined below in Section 5.0, Supplier will [***].

5.0   SUPPORT COLLABORATION GUIDELINES AND RESOLUTION REQUIREMENTS

      This section describes the collaboration target times. These
      REQUIREMENTS ensure that additional resources are obtained in a
      consistent, timely manner. These requirements are intended to minimize
      customer impact and incident resolution time.

      The following chart indicates, by severity, the Technical
      Collaboration/incident resolution requirements Supplier must meet in
      addressing customer incidents (the "RESOLUTION REQUIREMENTS"):


Dell Confidential                      14


RESOLUTION OF MUTUAL CUSTOMER CASES

      Each party shall endeavor to respond to and use commercially reasonable
      efforts to provide Case Remedies in a timely manner in accordance with the
      Priority Level identified in Exhibit C, and in accordance with that
      party's support or maintenance agreement with such Mutual Customer.

      Dell will use every effort available to resolve issues involving Dell
      hardware and VENDOR software. Partnership of Escalated issues

      In certain cases the customer may lack a clear understanding whether the
      issue lies with THE VENDOR or Dell. In cases such as these Dell or THE
      VENDOR will work jointly to resolve the issue. THE VENDOR and Dell will
      provide real-time experts to work until resolution to the escalated issue
      has been met. THE VENDOR and Dell are responsible for providing the
      following for all Sev 1 and Sev 1-A issues:

      1. [***].

      2. THE VENDOR will provide engineering contacts for Dell's Global Product
      Support Engineering team. Dell will also provide Engineering contacts to
      THE VENDOR for issues that involve Dell products under the same
      guidelines.( For long term sustaining issues). Requests from the customer
      for root cause analysis shall be completed within [***] by Dell and THE
      VENDOR

      3. Depending on Severity of issue THE VENDOR will move the escalated
      issues to the needed level. See table for timelines below.



                        SEV 1-A        SEV 1          SEV 2        SEV 3
                                                       
THE VENDOR T1           [***]          [***]          [***]        [***]
THE VENDOR T2           [***]          [***]          [***]        [***]
THE VENDOR              [***]          [***]          [***]        [***]
Engineering


      4. If the need arises for on-site assistance, both Dell and THE VENDOR
      will move experts on-site with a goal [***]. Due to the critical nature of
      these escalations Dell and THE VENDOR will work out any costs associated
      with these on-site visits on the backend. Need to determine what their
      hourly cost is

      5. Both Dell and the Vendor will provide single points of contacts on all
      Severity 1-A and 1 issues. Dell utilizes a Technical Account Manager as
      the single point of contact for areas involving severe escalations.

      6. Dell and the Vendor will provide a list of executive contacts that will
      be available [***] for engagement in escalations where process breakdowns
      are occurring.

      7. Executives, Managers and technical representatives from both companies
      will participate in joint conference calls with the customer during
      critical outages.

      8. Dell and the Vendor will meet via conference call on a quarterly basis
      to discuss performance on all escalated issues between the two companies.

      9. THE VENDOR and Dell will provide 7X24 original ownership on all Sev 1-A
      and Sev 1 issues (Sev 1 and Sev 1-A cases cannot be transferred to other
      regions until the issues has stabilized)

      5.1 STATUS UPDATES

               Dell requires STATUS updates from the Supplier based on incident
      severity. Unless otherwise agreed to, the schedule for status updates are
      as follows.

               Severity 1 = [***]
               Severity 2 = [***]
               Severity 3 a= [***]

      These are recommended feedback intervals. Updating of S1 incidents every
      [***] for customer review may inhibit the speed of resolution of the
      incident. Dell and Supplier may agree on an alternative update time, per
      incident.

      For all Incidents, status will include WHAT the next action will
      constitute and WHEN it will occur. If the next action is not delivered as
      committed, a new status will be sent, prior to the deadline to reset the
      expectations. Some additional clarification of roles/responsibilities is
      as follows:

            -     [***].


Dell Confidential                      15


            -     [***].

            -     [***].

            -     [***]:

                  1.    [***], or

                  2.    [***], and

                  3.    [***].

            -     [***]

            -     See ATTACHMENT 1 for Management Escalation contact names and
                  telephone numbers for Dell and Supplier.

            5.2 NON-INCIDENT SPECIFIC ENGAGEMENT OF THE SUPPLIER

                  In some circumstances Dell may require engagement of the
            Supplier on issues other than a specific customer event. Supplier
            agrees to work with Dell in good faith to address issues including,
            but not limited to, Quality issues, Process improvements and
            Information requests.

6.0   SUPPORT MANAGEMENT ESCALATION (NOTIFICATION)

      6.1   ESCALATION CONDITIONS

            Conditions that require escalating the incident to a higher level of
      management include, but are not limited to, the following:

            6.1.1 Established timeframe exceeded (notification to management)

                  -     The agreed RESOLUTION REQUIREMENT time frame has passed

            6.1.2 Exceptional circumstances (management decision or action
                  required). Some examples:

                  -     Incident data is insufficient to start resolution

                  -     The promised resolution to customer time line has passed

                  -     The resolution resource is insufficient

                  -     The resolution does not resolve customer's problem

                  -     The resolution does not satisfy customer's requirements

7.0   SUPPORT RESOLUTION REQUIREMENTS PERFORMANCE

      Dell and the Supplier will monitor their own performance against the
      expected incident activity and resolution timeframes for each severity
      level of incident.

            Dell Performance Measures include without limitation:

                  -     Incoming incident rate (known/unknown solution)

                  -     Backlog

                  -     # Resolved within guidelines

                  -     Total Time to Solution Provided

                  -     # of transfers to Supplier

                  -     # of problem re-occurrences - Quality

            Supplier performance measures include without limitation:

                  -     Total # resolved within guidelines

                  -     # Rejected (incomplete info. or problem known)

                  -     Total Time to Problem Fix submitted


Dell Confidential                      16


                  -     # of problem Re-occurrence - Quality

      7.1   SUPPORT EVALUATION

            Following commercial release by Dell of the Supplier's product, and
      no less frequently than twice per year, representatives from each party
      will meet to review the performance of, and recommend improvements
      regarding, the technical support provided by Supplier to Dell, and the
      technical support provided by Dell to its customers, under this Agreement.
      Either party can request a special meeting, or may call for a Root Cause
      Analysis and Closed Loop Corrective Action Plan in the event that such
      party has substantial concerns regarding a party's performance under this
      Schedule C or results are not meeting the service levels stated in
      SCHEDULE B to the Agreement (Quality Agreement).

8.0   SUPPORT TRAINING REQUIREMENTS

      8.1   CONTENT

            Supplier shall train a reasonable number of Dell technical support
      personnel (and Dell-authorized third party support team members, if
      applicable) at no additional expense to Dell. Supplier will provide this
      training at Dell's regional offices worldwide to set up, install,
      configure and operate the Supplier product (the "Initial Training"). This
      Initial Training is intended to provide information required to diagnose
      and resolve hardware or software issues. Supplier will provide an
      additional in-depth technical training class at mutually agreed upon times
      and locations.

      The Initial Training will cover (at a minimum) the following information
      related to the Dell version of the Supplier product design:

      o     Modular flow code walk-thru

      o     Engineering specifications

      o     New technology primer

      o     Error handling

      o     Trouble-shooting steps/procedures

      o     Diagnostic capability

      o     Delta's between the OEM or "Dell" version and retail version

      o     Basic product installation/re-installation procedures

      o     Driver installations/setup procedures

      o     Symptom-based Troubleshooting Tree/Process with isolation steps and
            recommended corrective actions

      o     Known issues list

      o     Disassembly/Reassembly procedures

      o     Product White Papers if available

      o     Technical Case Studies based on tech support calls seen by the
            Supplier

      8.2   TRAINING PLAN

            Supplier shall provide a written training plan to Dell not less than
      ninety (90) days prior to Dell's commercial introduction of the initial
      Supplier deliverables under this Agreement.

      At a minimum, the training plan will include:

      o     Recommended course outline and objectives to be approved by Dell

      o     Course timeline based on course outline

      o     Target audience and expected prerequisites

      o     Technical requirements for training environment

      o     Instructor resumes demonstrating working proficiency with the
            product, including working field experience

      o     Product FAQ's attachment

      o     Supplier product URLs available to the public

      o     List of the training deliverables

      o     Special equipment/tools required for Supplier training delivery

      o     List of all training contacts, including main point of contact

      8.3   TRAINING COURSEWARE


Dell Confidential                      17


            Supplier shall provide a draft softcopy of all training courseware
      not less than sixty (60) days prior to Dell's commercial introduction of
      the initial Supplier Deliverables under this Agreement. Supplier shall
      provide hardcopy of any required training materials for each student at
      the time of training. Dell will retain the right to reproduce and
      distribute all training materials to Dell employees and Dell-authorized
      third party support team members.

      8.4   TRAINING DELIVERY

            Such training shall be completed not less than thirty (60) days
      prior to Dell's commercial introduction of the initial Supplier
      Deliverables under this Agreement. Additionally, training shall be
      provided within thirty (30) days prior to each new release, major revision
      and Update release at no expense to Dell at Dell's worldwide regional
      offices.

      8.5   TROUBLESHOOTING DOCUMENTATION

            Supplier shall provide softcopy documentation describing without
      limitation: (a) all known error codes and messages, (b) all known failure
      conditions and potential symptoms, (c) steps to take in isolating a
      failure to the proper root cause, and (d) recommended action(s) to
      correct.

      8.6   VIDEO PRESENTATION

            Supplier hereby authorizes Dell to videotape any of the training
      sessions to be performed by Supplier and hereby authorizes Dell to use
      such videotapes for any additional training of Dell personnel, Dell
      Resellers, Dell Subcontractors or Dell-authorized third party support team
      members during the term of this Agreement.

      8.7   SUBJECT MATTER EXPERT

            Supplier shall make reasonably available to Dell a subject matter
      expert who will be available to review modified Product Documentation
      and/or editing of videos regarding the Product(s) for technical and
      informational accuracy.

9.0   MUTUAL TRAVEL AGREEMENT

      Dell and Supplier agree to jointly travel on-site to a customer
      environment experiencing a problem that cannot be isolated or duplicated
      remotely, if customer circumstances so warrant. Each party agrees to
      initially bear its own costs that might arise in case of on-site travel.
      If the reported problem is determined to be attributable to causes other
      than Supplier's product(s), Dell will reimburse Supplier for its
      reasonable out-of-pocket expenses incurred in connection with such on-site
      support.

10.0  LICENSED PRODUCT USE FOR SUPPORT (SOFTWARE)

      Supplier will provide Dell royalty-free copies of all supported software
      products and documentation for the purpose of training and on-going
      support.

11.0  SUPPORT PROCESSES

      Both Dell and Supplier will document and maintain support contact detail,
      problem reporting and statusing procedures, management escalation
      contacts, problem resolution process flows and service level expectations
      in ATTACHMENT 1. Additionally, detail should be included in SCHEDULE B to
      the Agreement (Quality Agreement) that identifies problem-tracking
      systems, problem documentation requirements for incident creation, and
      problem support web sites available. This operational detail will be
      utilized by both parties to ensure an efficient and high quality support
      relationship for end customers.

12.0  CONTINUING SUPPORT AVAILABILITY (SOFTWARE)

      Supplier's technical support will be available to Dell for code-level
      issues on (a) all software releases, including all relevant software
      versions and updates available for sale and (b) for the immediate prior
      software release, including the most recent software version and update.
      Supplier's technical support will be available to Dell for critical
      problems at a minimum on the previous software release for the longer of
      (i) the period of Supplier's warranty to Dell, or (b) 12 months after
      current release is commercially available for sale to Dell customers.

13.0  SUPPORT SURVIVAL

      Termination of this Agreement regardless of the reason shall not relieve
      either party from its support obligations hereunder arising prior to such
      termination. Rights and obligations defined in this Schedule that by their
      nature should survive will remain in effect after termination or
      expiration of the Agreement. Supplier will continue to provide Support


Dell Confidential                      18


      to Dell for no less than three (3) years after contract termination or
      expiration. Should the parties agree to terminate the Agreement, they will
      work together to develop a mutually agreeable plan to provide continued
      services to affected Dell customers.

DELL PRODUCTS L.P.         COMMVAULT SYSTEMS, INC.

By: /s/ Illegible By:      /s/ David R. West

Title: Director, WWP       Title: VP Business Development

Date: Dec 22, 2003         Date: Dec. 18, 2003


Dell Confidential                      19

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                          EXHIBIT 10.19

                                  ADDENDUM ONE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum One ("Addendum One") to the Software License Agreement dated
December 17, 2003 (the "Agreement"), is entered into by and between DELL
PRODUCTS L.P. (HEREINAFTER "DELL") WITH ITS PRINCIPAL PLACE OF BUSINESS AT ONE
DELL WAY, ROUND ROCK, TEXAS 78682, AND COMMVAULT SYSTEMS, INC., (HEREINAFTER
"COMMVAULT") A DELAWARE CORPORATION HAVING A PRINCIPAL PLACE OF BUSINESS AT 2
CRESCENT PLACE, OCEANPORT, NEW JERSEY 07757 AND IS EFFECTIVE AS OF THE 11TH DAY
OF MARCH, 2004 (THE "EFFECTIVE DATE")

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

1. COMMVAULT agrees to assist Dell with processing orders and key codes for as
long as Dell continues to offer customers COMMVAULT software products. Both
parties will work to define a mutually agreeable process.

Customer Data: To the extent that COMMVAULT received Dell's customer data,
including but not limited to customer name, telephone number, address, email
address or any data that identifies a particular customer ("Customer Data"),
COMMVAULT shall (i) treat such data as confidential in accordance with the
Confidentiality provisions of this Agreement, Dell's posted Privacy Policy, as
attached Exhibit A to this Addendum One, and any applicable laws, rules, and
regulations; (ii) use such data only as necessary to perform the requested
service and not for any independent marketing activities, and (iii) transmit
such data via secure means.

In the event that Dell's Privacy Policy changes and Dell desires to update the
policy, Dell shall notify COMMVAULT of the change by written notice, at which
time Exhibit A of this Addendum One will be deemed to have been amended with the
updated policy.

2. Replace the first sentence of section 3.1 with the following:

         "Within [***] days after the end of Dell's fiscal quarters, as
described in Section 3.4 below, Dell will report and pay COMMVAULT a per copy
royalty as set forth in the Pricing Supplement for each copy of the Licensed
Product(s) distributed by Dell for revenue."

3. Add the following section 3.4:




Confidential                         Page 1                              4/26/04

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

         "3.4 Dell shall submit royalty reports within [***] days after the end
of Dell's [***]. For the purposes of royalty reporting, Dell's [***] are
approximately: [***]."


4. The Pricing Supplement to Agreement is hereby replaced in its entirety with
the attached Exhibit B to this Addendum. For clarification purposes, the term
"Update Protection" shall mean that COMMVAULT will provide, on a when-and-if
available basis, any error fixes, release updates and modifications but not any
new functionality sets that are sold separately by COMMVAULT, as evidenced by a
separate sku classification and shall also include Level III support, as
specified in Section 4.0 of Schedule C to the Agreement.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.

COMMVAULT SYSTEMS INC.                         DELL PRODUCTS L.P.

By:      /s/ David West                        By:      /s/ Joseph Kanicki
   ------------------------------                 ------------------------------

Name:    David West                            Name:    Joseph Kanicki
     ----------------------------                   ----------------------------

Title:   VP Business Development               Title:   Senior Manager
      ---------------------------                    ---------------------------

Date:    4/27/04                               Date:    May 5, 2004
     ----------------------------                   ----------------------------




Confidential                         Page 2                              4/26/04

                                    EXHIBIT A
                              DELL'S PRIVACY POLICY

                              DELL'S PRIVACY POLICY
                            As posted on www.dell.com

Dell respects your privacy. Across our business, around the world, we will only
collect, store and use your personal information for defined purposes. We use
your information to support and enhance our relationship with you, for example,
to process your purchase, provide service and support, and share product,
service and company news and offerings with you. We do not sell your personal
information. We only share your personal data outside the Dell family of
companies with your consent, as required by law or to protect Dell, its
customers, or the public, or with companies that help Dell fulfill its
obligations with you, and then only with partners who share Dell's commitment to
protecting your privacy and data. At any time you may contact Dell with any
privacy questions or concerns you may have. You also may ask at any time to see
the data you have given us and request correction or deletion. We strive to
ensure a high level of security and confidentiality.

PRIVACY AND DATA SECURITY

At Dell, your right to privacy and data security is a primary concern. That's
why, when you visit dell.com, we help you maintain control over your personal
data on the Internet. Below are the guidelines we use for protecting the
information you provide us during a visit to our Internet site or when you use
our online support offerings such as support.dell.com or support applications
loaded on your computer. Please refer to your warranty statement or Dell's Total
Satisfaction Policy for policies that apply to information contained on hard
drives returned to Dell. Other Dell and Dell co-branded sites may operate under
their own privacy and security policies. Visit www.nclnet.org/essentials to
learn more about how to protect your privacy on the Internet through a consumer
education campaign called Online E-ssentials, developed by Dell in partnership
with the National Consumers League.

Dell is a proud participant in the BBB Online(R) Privacy Program. The BBB OnLine
Privacy Program is backed by an organization noted for its expertise and
experience in conducting successful national self-regulation programs - the
Council of Better Business Bureaus. The mission of BBB OnLine is to promote
trust and confidence on the Internet by advocating ethical online business
practices. Further information about this program is available at
http://www.bbbonLine.org.

Dell's Privacy statement discloses the privacy guidelines for the entire
domestic Dell Web site. THE GUIDELINES AT THIS SITE ARE APPLICABLE ONLY TO THIS
DOMESTIC WEB SITE.


LOGO

DELL ONLY ASKS FOR SPECIFIC TYPES OF PERSONAL INFORMATION

In a few areas on our Web site and online customer support tools, we ask you to
provide information that will enable us to enhance your site visit, to assist
you with technical support issues or to follow up with you after your visit. It
is completely optional for you to participate.

For example, we request information from you when you:

         1.       Register on dell.com

         2.       Request a quote

         3.       Place an order

         4.       Provide feedback in an online survey

         5.       Participate in a sweepstakes or other promotional offer

         6.       Request e-mail notification of your order status (called
                  "Order Watch")

         7.       Subscribe to a newsletter or a mailing list



Confidential                         Page 3                              4/26/04

         8.       Request assistance from our "Product Advisor"

         9.       Fill our a support request

In each of the instances above, we may ask for your name, e-mail address, phone
number, address, type of business, customer preference information, customer
number and service tag number, as well as other similar personal information
that is needed to register or subscribe you to services or offers. If we ever
ask for significantly different information we will inform you. In the case of
newsletters or mailing lists, you will be able to "unsubscribe" to these
mailings at any time.

DELL ONLY USES YOUR PERSONAL INFORMATION FOR SPECIFIC PURPOSES

The information you provide will be kept confidential and used to support your
customer relationship with Dell. Among other things, we want to help you quickly
find information on dell.com and alert you to product upgrades, special offers,
updated information and other new products and services from Dell. Agents or
contractors of Dell who have access to your personal information and prospect
information are required to keep the information confidential and not use it for
any other purpose than to carry out the services they are performing for Dell.
Dell may enhance or merge your information collected at its site with data from
third parties for purposes of marketing products or services to you.

In addition, Dell may be required to disclose personal information in connection
with law enforcement, fraud prevention, regulation, and other legal action or if
Dell reasonably believes it is necessary to do so to protect Dell, its
customers, or the public.

YOU CAN OPT-OUT OF RECEIVING FURTHER MARKETING FROM DELL AT ANY TIME

Periodically, we may send you information about our various products and
services, or other products and services we feel may be of interest to you. Only
Dell (or agent working on behalf of Dell and under confidentiality agreements)
will send you these direct mailings. If you do not want to receive such
mailings, simply tell us when you give us your personal information. Or, at any
time you can easily opt-out of receiving further marketing from Dell by clicking
here.

DELL WILL NOT DISCLOSE YOUR PERSONAL INFORMATION TO ANY OUTSIDE ORGANIZATION FOR
ITS USE IN MARKETING WITHOUT YOUR CONSENT

Information regarding you (such as name, address and phone number) or your order
and the products you purchase will not be given or sold to any outside
organization for its use in marketing or solicitation without your consent. Your
information may be shared with agents or contractors of Dell for the purposes of
performing services for Dell.

INTERNET COMMERCE

The online store at dell.com is designed to give you options concerning the
privacy of your credit card information, name, address, e-mail and any other
information you provide us. Dell is committed to data security with respect to
information collected on our site. We offer the industry standard security
measures available through your browser called SSL encryption, (please see
Dell's Store Security page for details on these security measures). If at any
time you would like to make a purchase, but do not want to provide your credit
card information online, you may contact a sales representative over the
telephone. Simply call 1-800-WWW-DELL. It has always been a Dell practice to
contact customers in the event of a potential problem with your purchase or any
normal business communication regarding your purchase.

CUSTOMIZED EXPERIENCE

We use technology to help us deliver customized visitor experiences. At Dell, we
primarily use "cookies" to help us determine which service and support
information is appropriate to your machine and to maintain your shopping
experience in our online store. Our use of this technology does not mean that we
automatically know any information about you. We might be able to ascertain what
type of computer you are using, but beyond that, our use



Confidential                         Page 4                              4/26/04

of cookies is designed only to provide you with a better experience when using
www.dell.com. Dell has no desire or intent to infringe on your privacy while
using the dell.com site. For more information about our use of cookies, please
click here.

THIRD-PARTY SALES

Please be aware that other web sites that may be accessed through our site may
collect personally identifiable information about you. The information practices
of those third-party web sites linked to Dell.com are not covered by this
privacy statement. We generally use the "___" symbol to mark links that go to
third-party sites.

You are solely responsible for maintaining the secrecy of your passwords or any
account information. Please be careful and responsible whenever you're online.
If you post personal information online that is accessible to the public, you
may receive unsolicited messages from other parties in return. While we strive
to protect your personal information, Dell cannot ensure or warrant the security
of any information you transmit to us, and you do so at your own risk.

CHILDREN'S PRIVACY (AGE 12 AND UNDER)

Dell takes children's privacy seriously.

Dell does not seek to collect personal information about children through its
Web site. Dell does not condition a child's participation in an activity on the
disclosure of more personal information than is reasonably necessary to
participate in the activity.

If we become aware that a person submitting a personal information to us through
any part of our Web site is a child, we delete the information as soon as we
discover it and do not use it for any purpose, nor do we disclose it to third
parties.

Since we do not seek to collect any personal information about children, and we
delete any information collected inadvertently as soon as we discover that a
child has submitted it, we typically retain no information about children that
could be reviewed or deleted. If a parent requests review or deletion of
information about their child before we have discovered and deleted the
information, then we will of course honor that request.

OTHER WEB SITES

Dell's Web site contains links to other Web sites that are not operated by Dell.
Dell is not responsible for the privacy practices of the Web sites that it does
not operate. Some parts of the Web site are animated using various downloadable
applications, such as Macromedia's Shockwave/Flash. We also make video available
through RealNetwork's Media-Player, and use the video hosting services of
Broadcast.com. Futures-Careers, Macromedia, RealNetworks, and Broadcast.com
operate under their own privacy and security policies, and the way they may
collect and use information can be further evaluated at: www.macromedia.com,
www.realnetworks.com, and www.broadcast.com.

CONTACT DELL

Dell is the sole operator of the Dell Web site. If you would like to contact us
for any reason regarding our privacy practices, please write us at the following
address:

Dell Computer Corporation
Attention:  Privacy
One Dell Way
Round Rock, Texas  78682

You may also click here and fill out the e-mail form under the topic: "Privacy
Info: Request"



Confidential                         Page 5                              4/26/04

DELL WANTS TO HELP YOU KEEP YOUR PERSONAL INFORMATION ACCURATE

You can request the individual information that Dell has collected by submitting
a request here. To view or edit the information that has been stored online,
please visit the My Account section of the Dell Web site.

Effective Date:  Oct. 11, 2003




Confidential                         Page 6                              4/26/04

                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.



                                                                                                       DELL   1YR UPDATE  3YR UPDATE
SKU DESCRIPTION                                                      [***]  [***]   MSRP   DISCOUNT  SW COST  PROTECTION  PROTECTION
====================================================================================================================================
                                                                                                     
 CommServe                                                           [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 [***]                                                               [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
 GalaxyExpress LAN Suite includes:                                   [***]  [***]  $[***]    [***]   $ [***]  $    [***]  $    [***]
     GalaxyExpress (key code upgrade to Galaxy)
     1 Windows, Storage Server2003, Linux or Novell MediaAgent included
     Includes support for up to 6 drive library for list of Dell supported drives/libraries
     3 FS Agents (can purchase more FS agents from list above) for Windows, UNIX, Linux or Novell
     1 Windows Application iDA (can purchase more Windows (only) APP agents from list above)
     Max 25 total clients (agents), no san spt + other Gexpress limitations

 [***]                                                                             $[***]    [***]   $ [***]  $    [***]  $    [***]
====================================================================================================================================




Confidential                         Page 7                              4/26/04

[***] indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been filed separately with the
SEC.

                                                                   Exhibit 10.20


                                  ADDENDUM TWO
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum Two ("Addendum Two") to the Software License Agreement dated
December 17, 2003 (the "Agreement"), is entered into by and between DELL
PRODUCTS L.P. (HEREINAFTER "DELL") WITH ITS PRINCIPAL PLACE OF BUSINESS AT ONE
DELL WAY, ROUND ROCK, TEXAS 78682, AND COMMVAULT SYSTEMS, INC., (HEREINAFTER
"COMMVAULT") A DELAWARE CORPORATION HAVING A PRINCIPAL PLACE OF BUSINESS AT 2
CRESCENT PLACE, OCEANPORT, NEW JERSEY 07757 AND IS EFFECTIVE AS OF THE 30TH DAY
OF OCTOBER, 2004 (THE "EFFECTIVE DATE").

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

      1.    The Pricing Supplement to the Agreement is hereby replaced in its
            entirety with the attached Exhibit B to this Addendum.

      2.    [***]. Dell shall coordinate with CommVault support to ensure that
            customers who receive support and product updates are eligible for
            such services. CommVault's MSRP for annual maintenance contracts is
            [***] of product list price. Dell's cost to CommVault is [***] of
            software cost and reflected in the Exhibit B to this Addendum.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

[***] indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been filed separately with the
SEC.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.


COMMVAULT SYSTEMS INC.                      DELL PRODUCTS L.P.

By:       /s/ David R. West                 By:     /s/ Joseph Kanicki
   -----------------------------            -------------------------------

Name:  David R. West                        Name:  Joe Kanicki
     ---------------------------                 --------------------------

Title:   VP Business Development            Title:   Sr. Manager - WWSP
      --------------------------                  -------------------------

Date:   11/15/2004                          Date:   11/22/2004
     ---------------------------                 --------------------------



                                    EXHIBIT B

                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.



                                                                                                            DELL SW     1 YR. UPDATE
SKU    SKU DESCRIPTION                        [***]              [***]           MSRP        DISCOUNT         COST        PROTECTION
- ---    ---------------                        -----              -----           ----        --------         ----        ----------
                                                                                                   
                                                                 [***]
SKU1   CommServe                              [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU2   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU3   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU4   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU5   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU6   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU7   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU8   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU9   [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU10  [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU11  [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU12  [***]                                  [***]              [***]          $[***]        [***]          $[***]          $[***]
SKU13  [***]                                                     [***]          $[***]        [***]          $[***]          $[***]
SKU14  GalaxyExpress Server Suite
          includes:                           [***]              [***]          $[***]        [***]          $[***]          $[***]
          GalaxyExpress (key code
             upgrade capability to Galaxy)
          1 Windows or Storage Server
             2003 MediaAgent included
          Single tape drive support
             (no library support)
          5 FS Agents (can purchase more
             FS agents from list above) for
             Windows, UNIX, Linux or Novell
          May purchase Windows Application
             Agents from above
          Max 10 total clients (agents)

SKU15  GalaxyExpress Automation Suite
          includes:                           [***]              [***]          $[***]        [***]          $[***]          $[***]
          GalaxyExpress (key code upgrade
             capability to Galaxy)
          1 Windows, Storage Server 2003,
             Linux or Novell MediaAgent
             included
          Media Agent supports a maximum
             of one 6-drive library
          5 FS Agents (can purchase more
             FS agents from list above) for
             Windows, UNIX, Linux or Novell
          Max 10 total clients (agents)
             inclusive of coupon for 1
             Windows Application
             IDA
          (may purchase more Windows
             (only) application agents
             from list above)

SKU16  [***]                                                                    $[***]        [***]          $[***]          $[***]
SKU17  [***]                                                                    $[***]        [***]          $[***]          $[***]
SKU18  [***]                                                                    $[***]        [***]          $[***]          $[***]
SKU19  [***]                                                                    $[***]        [***]          $[***]          $[***]

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.21

                                 ADDENDUM THREE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum ("Addendum") to the Software License Agreement dated December 17,
2003 (the "Agreement"), is entered into by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., (hereinafter "Commvault" or
"Supplier"), a Delaware corporation having a principal place of business at 2
Crescent Place, Oceanport, New Jersey 07757 (hereinafter "Licensor") and is
effective as of the 1st day of May, 2005 (the "Effective Date").

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement to provide that COMMVAULT
shall, for an additional fee, take on Level 2 Support obligations for new and
existing customers commencing on the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms define din this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

1. Section 4.0 of Schedule C, Enterprise Support shall be modified by replacing
the existing first sentence in such section so that it reads as follows:

      [***]

2. Section 2 of Addendum Two to the License and Distribution Agreement, dated as
of October 30, 2004, which sets forth the price that Dell pays CommVault for
annual maintenance contracts, shall be amended in its entirety so that it reads
as follows:

                                     Page 1


[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.


      [***]. Dell shall coordinate with CommVault support to ensure that
      customers who receive support and product updates are eligible for such
      services. CommVault's MSRP for annual maintenance contracts is [***] of
      product list price. Dell's cost to CommVault is [***] of software cost and
      reflected in the Exhibit B to this Addendum.

3.    A new Section 3.5 shall be added to the Agreement that reads as follows:

      In addition to the report set forth in Section 3.4 above, Dell shall also
      submit [***] royalty reports to CommVault within [***] days after the end
      of each [***].

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

                                     Page 2


IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.

COMMVAULT SYSTEMS INC.                        DELL PRODUCTS L.P.


By:      /s/ David West                       By:      /s/ Joseph J. Kanicki
   ---------------------------------------       -------------------------------

Name:    David West                           Name:    Joseph J. Kanicki
     -------------------------------------         -----------------------------

Title:   VP Business Development              Title:   Senior Manager
      ------------------------------------          ----------------------------

Date:    4-28-2005                            Date:    4-28-05
     -------------------------------------         -----------------------------

                                     Page 3


                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.




                                                                                                    1 YR.
                                                                                       DELL SW      UPDATE     TOTAL
 DELL SKU                 SKU DESCRIPTION                 [***]   [***]      SW MSRP     COST     PROTECTION    COGS
 --------                 ---------------                 -----   -----      -------     ----     ----------    ----
                                                                                          
  SKU 1     CommServe                                     [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 2     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 3     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 4     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 5     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 6     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 7     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 8     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 9     [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 10    [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 11    [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 12    [***]                                         [***]   [***]      $[***]       [***]      [***]      [***]
  SKU 13    GalaxyExpress Server Suite includes:          [***]   [***]      $[***]       [***]      [***]      [***]
                Galaxy Express (key code upgrade capability to Galaxy) 1 Windows
                or Storage Server 2003 Media Agent included Single tape drive
                support (no library support) 5 FS Agents (can purchase more FS
                agents from list above) for Windows, UNIX, Linux or Novell May
                purchase Windows Application Agents from above Max 10 total
                clients (agents)
  SKU 14    Galaxy Express Server PRO Suite includes:     [***]   [***]      $[***]       [***]      [***]      [***]


                GalaxyExpress (key code upgrade capability to Galaxy) 1 Windows,
                Storage Server 2003, Linux or Novell Media Agent included Media
                Agent supports a maximum of one 6-drive library 5 FS Agents (can
                purchase more FS Agents from list above) for Windows, UNIX,
                Linux or Novell Max 10 total clients (agents) inclusive of
                coupon for 1 Windows Application IDA (may purchase more Windows
                (only) application agents from list above)
  SKU 15    [***]                                                            $[***]       [***]      [***]      [***]
  SKU 16    [***]                                                            $[***]       [***]      [***]      [***]


                                     Page 4

                                                                   EXHIBIT 10.22

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                  ADDENDUM FIVE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum ("Addendum") to the Software License Agreement dated December 17,
2003 (the "Agreement"), is entered into by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., (hereinafter "CommVault") a
Delaware corporation having a principal place of business at 2 Crescent Place,
Oceanport, New Jersey 07757 (hereinafter "Licensor") and is effective as of the
23rd day of May, 2006 (the "Effective Date")

                                    RECITALS

WHEREAS, CommVault and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain CommVault software products;

WHEREAS, CommVault and Dell wish to amend the Agreement and replace all Pricing
Supplements previously agreed to and attached to the Agreements, including the
initial Pricing Supplement, and as Addendum #1 dated April 26, 2004, Addendum #2
dated October 30, 2004, Addendum #3 dated May 1, 2005, and Addendum #4 dated
November 15, 2005.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and CommVault agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

1.       Any and all Pricing Supplements to the Agreement are hereby replaced in
         its entirety with the attached Exhibit B to this Addendum.

2.       [***].

3.       Due in part to the [***] efforts undertaken by CommVault, the
         provisions of Section 13.5 of the Agreement shall no longer apply, and
         Section 13.5 shall hereinafter be deleted in its entirety for the sole
         purpose of this Addendum. This paragraph 3 does not amend the Agreement
         for subsequent addenda.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.


COMMVAULT SYSTEMS INC.                        DELL PRODUCTS L. P.


By: /s/ David R. West                         By: /s/ Joseph Kanicki
   ---------------------------------------        ------------------------------

                                     Page 1



Name: David R. West                           Name: Joseph Kanicki
      ------------------------------------          ----------------------------

Title: VP Marketing & Business Development    Title: Senior Manager, Dell, Inc.
       -----------------------------------           ---------------------------

Date: 5/22/06                                 Date: 6/6/2006
      ------------------------------------          ----------------------------


                                     Page 2



                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.

                                   FULL GALAXY



                                                                           1yr update
                                                                           protection
DELL                                                                     includes L2/L3    Enhanced
SKU             SKU DESCRIPTION                          Dell SW Cost       Support         Support      Total COGS
- ---             ---------------                          ------------       -------         -------      ----------
                                                                                          
SKU1            CommServe                                  $ [***]          $ [***]         $ [***]       $ [***]
SKU2            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU3            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU4            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU5            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU6            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU7            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU8            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU9            [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU10           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU11           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU12           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU13           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU14           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU15           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU16           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU17           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU18           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU19           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU20           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU21           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU22           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU23           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU24           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU25           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU26           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU27           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU28           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU29           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU30           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU31           [***]                                      $ [***]          $ [***]         $ [***]       $ [***]
SKU32           [***]                                      $ [***]             [***]           [***]      $ [***]
SKU33           [***]                                      $ [***]             [***]           [***]      $ [***]
SKU34           [***]                                      $ [***]             [***]           [***]      $ [***]
SKU35           [***]                                      $ [***]             [***]           [***]      $ [***]


                                     Page 3



                                 GALAXY EXPRESS



                                                                            1yr update
                                                                            protection
DELL                                                                         includes
SKU             SKU DESCRIPTION                            Dell SW Cost   L2/L3 Support    Enhanced      Total COGS
- ---             ---------------                            ------------   -------------    --------      ----------
                                                                                          
SKU36           Galaxy Express Small Business Server         $ [***]         $ [***]        $ [***]       $ [***]
                Edition
                      1 Windows MediaAgent included
                      3 Application Agents included
                         (SQL, Exchange and Sharepoint
                      Single tape drive support (no
                         library support)
                      Includes 4 file system agents
                      Worm Support included
SKU37           Galaxy Express File Server Edition:          $ [***]         $ [***]        $ [***]       $ [***]
                      Galaxy Express (key code upgrade
                         capability to Galaxy)
                      1 Windows or Storage Server2003
                         MediaAgent included
                      Single tape drive support (no
                         library support)
                      Worm Support included Max 13 total
                         clients (agents)
                      Includes 4 file system agents
SKU38           Galaxy Express E-mail & Database Server      $ [***]         $ [***]        $ [***]       $ [***]
                Edition
                      1 Application Agent included
                         (Exchange, Notes, GroupWise,
                         SQL, SharePoint or Oracle)
                      Galaxy Express (key code upgrade
                         capability to Galaxy)
                      1 Windows, Storage Server2003,
                         Linux or Novell MediaAgent
                         included
                      Media Agent supports a maximum of
                         one, 2-drive library
                      Open file support included Worm
                         support included Max 15
                      total clients (agents)
                         inclusive of coupon for 1
                         Windows Application iDA
                      Includes 4 file system agents

SKU39           Galaxy Express OLBU - For Express only       $ [***]         $ [***]        $ [***]       $ [***]
SKU40           Galaxy Express Client Pack - for             $ [***]         $ [***]        $ [***]       $ [***]
                Express only
SKU41           Galaxy Express LAN Drive                     $ [***]         $ [***]        $ [***]       $ [***]


                                     Page 4

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                         EXHIBIT 10.23

                      COMMVAULT SYSTEMS RESELLER AGREEMENT

This Reseller Agreement is made as of the effective Date set forth below,
between CommVault Systems, 2 Crescent Place, Oceanport, New Jersey 07757
("CommVault") and Dell Inc, ("Reseller").

This agreement is entered into April 6, 2005.

WHEREAS, CommVault is engaged in the business of providing data storage
products.

WHEREAS, Reseller is a provider of information management solutions who wishes
to purchase software products from CommVault for the purposes of resale with
other products or services to customer in accordance with valid purchase orders.

THEREFORE, the parties agree as follows:

1.    Price: Reseller receives a [***] discount on the MSRP of the SW. Reseller
      shall provide CommVault with an applicable tax exemption certificate.
      Reseller has the unrestricted right to determine the prices at which it
      resells any Product to its customers. No CommVault representative has the
      authority to suggest that Reseller charge a particular resale price for
      any product.

2.    Purchase Orders: Reseller shall place purchase orders for software
      identified in exhibit 1 with CommVault through the Dell 3GFX order
      process. CommVault will accept or reject orders directly through the 3GFX
      system.

3.    Payment: CommVault will electronically invoice Reseller through the 3DFX
      process and payment for Products, including any authorized partial
      shipments, shall be due in [***] from the date that Dell receives the
      invoice.

4.    Rebate: CommVault will rebate the Reseller on select orders in the amount
      of [***] of the net S&P Software (SW licensing only). [***].

5.    Timeframe: This agreement will be in force from Feb 1, 2005 through July
      31, 2005. This agreement will be re-evaluated after each Dell Fiscal
      quarter and any changes will be made in writing and agreed to by both Dell
      and CommVault.

6.    Territory: United States only.

This agreement is intended to supersede any previous reseller agreements between
Dell and CommVault.

                                                                          Page 1

(Continued from Page 1, CommVault Systems Reseller Agreement)

By signing below, the Reseller acknowledges that it has read, understands, and
agrees, to be bound by all terms and conditions of this Reseller Agreement,
including Exhibit 1 (together the "Agreement").

Dell, Inc.  ("Reseller")                         CommVault Systems
- ------------------------                         -----------------


/s/ Sean Cooper                                  /s/ David R. West
- -----------------------------                    -------------------------------
Signature                                        Signature


Sean Cooper                                      David R. West
- -----------------------------                    -------------------------------
Name                                             Name


Global Procurement                               VP Business Development
- -----------------------------                    -------------------------------
Title                                            Title


4/25/05                                          4/19/05
- -----------------------------                    -------------------------------
Date                                             Date


                                                                          Page 2

                                    Exhibit 1



DELL SKU       DESCRIPTION                                         MSRP/List
                                                                   Price
- --------------------------------------------------------------------------------
                                                             
A0381892       [***]                                               [***]
A0131062       [***]                                               [***]
A0119474       [***]                                               [***]
A0119473       [***]                                               [***]
A0119472       [***]                                               [***]
A0146647       [***]                                               [***]
A0146646       [***]                                               [***]
A0143088       [***]                                               [***]
A0423903       [***]                                               [***]
A0422896       [***]                                               [***]
A0422908       [***]                                               [***]
A0422913       [***]                                               [***]
A0422916       [***]                                               [***]
A0429591       [***]                                               [***]
A0429592       [***]                                               [***]



                                                             
A0131061       [***]                                               [***]
A0119471       [***]                                               [***]
A0119470       [***]                                               [***]
A0119469       [***]                                               [***]
A0223647       [***]                                               [***]
A0223649       [***]                                               [***]
A0223651       [***]                                               [***]
A0223645       [***]                                               [***]
A0131067       [***]                                               [***]
A0119468       [***]                                               [***]
A0119467       [***]                                               [***]
A0119466       [***]                                               [***]
A0131060       [***]                                               [***]
A0119607       [***]                                               [***]
A0119606       [***]                                               [***]
A0119605       [***]                                               [***]
A0131059       [***]                                               [***]
A0119604       [***]                                               [***]
A0119603       [***]                                               [***]
A0119602       [***]                                               [***]
A0119600       [***]                                               [***]
A0119598       [***]                                               [***]
A0119596       [***]                                               [***]



                                                                          Page 3


                                                             
A0131031       [***]                                               [***]



                                                             
A0131057       [***]                                               [***]
A0119588       [***]                                               [***]
A0119587       [***]                                               [***]
A0119586       [***]                                               [***]
A0225276       [***]                                               [***]
A0225277       [***]                                               [***]
A0225278       [***]                                               [***]
A0225279       [***]                                               [***]
A0131056       [***]                                               [***]
A0119585       [***]                                               [***]
A0119584       [***]                                               [***]
A0119583       [***]                                               [***]
A0131055       [***]                                               [***]
A0119582       [***]                                               [***]
A0119581       [***]                                               [***]
A0119579       [***]                                               [***]
A0131091       [***]                                               [***]
A0119577       [***]                                               [***]
A0119568       [***]                                               [***]
A0119567       [***]                                               [***]
A0168288       [***]                                               [***]
A0119566       [***]                                               [***]
A0119565       [***]                                               [***]
A0119564       [***]                                               [***]
A0131065       [***]                                               [***]
A0119563       [***]                                               [***]
A0119562       [***]                                               [***]
A0119561       [***]                                               [***]



                                                             
A0131100       [***]                                               [***]
A0131098       [***]                                               [***]
A0131096       [***]                                               [***]
A0131094       [***]                                               [***]
A0376336       [***]                                               [***]
A0223658       [***]                                               [***]
A0223660       [***]                                               [***]
A0389492       [***]                                               [***]
A0223662       [***]                                               [***]
A0223664       [***]                                               [***]
A0223666       [***]                                               [***]
A0423753       [***]                                               [***]


                                                                          Page 4


                                                             
A0423758       [***]                                               [***]
A0423766       [***]                                               [***]
A0423777       [***]                                               [***]
A0423779       [***]                                               [***]
A0423785       [***]                                               [***]



                                                             
A0131064       [***]                                               [***]
A0119548       [***]                                               [***]
A0423915       [***]                                               [***]
A0131063       [***]                                               [***]
A0131085       [***]                                               [***]
A0131083       [***]                                               [***]
A0119543       [***]                                               [***]
A0131138       [***]                                               [***]
A0119539       [***]                                               [***]
A0131137       [***]                                               [***]
A0119527       [***]                                               [***]
A0131136       [***]                                               [***]
A0131135       [***]                                               [***]
A0119524       [***]                                               [***]
A0119523       [***]                                               [***]
A0131134       [***]                                               [***]
A0119519       [***]                                               [***]
A0152301       [***]                                               [***]
A0389497       [***]                                               [***]
A0389499       [***]                                               [***]
A0196063       [***]                                               [***]
A0196068       [***]                                               [***]
A0196072       [***]                                               [***]
A0196075       [***]                                               [***]



                                                             
A0131133       [***]                                               [***]
A0119517       [***]                                               [***]
A0119514       [***]                                               [***]
A0119513       [***]                                               [***]
A0131132       [***]                                               [***]
A0119512       [***]                                               [***]
A0119511       [***]                                               [***]
A0119510       [***]                                               [***]
A0274379       [***]                                               [***]
A0274380       [***]                                               [***]
A0274381       [***]                                               [***]
A0274382       [***]                                               [***]


                                                                          Page 5


                                                             
A0131130       [***]                                               [***]
A0119509       [***]                                               [***]
A0119508       [***]                                               [***]
A0119507       [***]                                               [***]
A0433293       [***]                                               [***]
A0433286       [***]                                               [***]
A0433287       [***]                                               [***]
A0433288       [***]                                               [***]
A0131129       [***]                                               [***]
A0119506       [***]                                               [***]
A0119505       [***]                                               [***]
A0119504       [***]                                               [***]
A0131128       [***]                                               [***]
A0119503       [***]                                               [***]
A0119502       [***]                                               [***]
A0119483       [***]                                               [***]
A0164838       [***]                                               [***]
A0164840       [***]                                               [***]
A0164843       [***]                                               [***]
A0164846       [***]                                               [***]
A0131127       [***]                                               [***]
A0119482       [***]                                               [***]
A0119481       [***]                                               [***]
A0119480       [***]                                               [***]
A0132100       [***]                                               [***]
A0229777       [***]                                               [***]



                                                             
A0131125       [***]                                               [***]
A0119479       [***]                                               [***]
A0119478       [***]                                               [***]
A0119477       [***]                                               [***]
A0131124       [***]                                               [***]
A0119476       [***]                                               [***]
A0119475       [***]                                               [***]
A0119491       [***]                                               [***]



                                                             
A0379894       [***]                                               [***]
A0360825       [***]                                               [***]
A0219312       [***]                                               [***]
A0219313       [***]                                               [***]
A0219315       [***]                                               [***]
A0233016       [***]                                               [***]
A0233027       [***]                                               [***]


                                                                          Page 6


                                                             
A0285833       [***]                                               [***]
A0285836       [***]                                               [***]
A0223244       [***]                                               [***]
A0223246       [***]                                               [***]
A0223248       [***]                                               [***]
A0223250       [***]                                               [***]
A0233823       [***]                                               [***]
A0168302       [***]                                               [***]
A0168303       [***]                                               [***]
A0168304       [***]                                               [***]
A0159672       [***]                                               [***]
A0159674       [***]                                               [***]
A0159676       [***]                                               [***]
A0347354       [***]                                               [***]
A0347404       [***]                                               [***]
A0347408       [***]                                               [***]
A0347415       [***]                                               [***]
A0227427       [***]                                               [***]
A0228533       [***]                                               [***]
A0227428       [***]                                               [***]
A0227429       [***]                                               [***]
A0131037       [***]                                               [***]
A0227433       [***]                                               [***]
A0227434       [***]                                               [***]
A0145629       [***]                                               [***]
A0229785       [***]                                               [***]
A0132655       [***]                                               [***]
A0229790       [***]                                               [***]
A0229791       [***]                                               [***]
A0229798       [***]                                               [***]
A0229800       [***]                                               [***]
A0229802       [***]                                               [***]
A0229804       [***]                                               [***]
A0143088       [***]                                               [***]
A0148854       [***]                                               [***]
A0148860       [***]                                               [***]
A0289610       [***]                                               [***]
A0289612       [***]                                               [***]
A0289614       [***]                                               [***]
A0244848       [***]                                               [***]
A0244976       [***]                                               [***]



                                                             
A0243384      [***]                                               [***]
A0118273      [***]                                               [***]
A0118275      [***]                                               [***]


                                                                          Page 7


                                                             
A0118281       [***]                                               [***]
A0118295       [***]                                               [***]
A0118297       [***]                                               [***]
A0118298       [***]                                               [***]
A0290530       [***]                                               [***]
A0290531       [***]                                               [***]
A0290532       [***]                                               [***]
A0290533       [***]                                               [***]



                                                             
A0118284       [***]                                               [***]
A0118285       [***]                                               [***]
A0118289       [***]                                               [***]
A0118291       [***]                                               [***]



                                                             
A0243376       [***]                                               [***]
A0243377       [***]                                               [***]
A0243378       [***]                                               [***]
A0243379       [***]                                               [***]



                                                             
A0243373       [***]                                               [***]
A0243374       [***]                                               [***]
A0243375       [***]                                               [***]
A0243359       [***]                                               [***]
A0243360       [***]                                               [***]



                                                             
A0352266       [***]                                               [***]
A0352263       [***]                                               [***]
A0352264       [***]                                               [***]
A0352265       [***]                                               [***]
A0243056       [***]                                               [***]
A0243071       [***]                                               [***]
A0132297       [***]                                               [***]
A0131608       [***]                                               [***]
A0132299       [***]                                               [***]
A0131610       [***]                                               [***]
A0132298       [***]                                               [***]
A0131609       [***]                                               [***]



                                                                          Page 8


                                                             
A0131434       [***]                                               [***]
A0131432       [***]                                               [***]
A0219317       [***]                                               [***]
A0219319       [***]                                               [***]
A0219321       [***]                                               [***]
A0219323       [***]                                               [***]
A0219325       [***]                                               [***]
A0219327       [***]                                               [***]
A0173058       [***]                                               [***]
A0173059       [***]                                               [***]
A0173060       [***]                                               [***]
A0173061       [***]                                               [***]
A0131438       [***]                                               [***]



                                                                          Page 9

                                                              EXHIBIT 10.31





                                WAIVER AGREEMENT

      This Waiver Agreement dated August 28, 2006 is between Putnam OTC and
Emerging Growth Fund ("Putnam OTC"); TH Lee, Putnam Emerging Opportunities
Portfolio ("TH Lee"); Putnam Technology Fund ("Technology"); Putnam World Trust
II - Putnam Emerging Information Sciences Fund ("World Trust"); Putnam Discovery
Growth Fund ("Discovery"); EMC Investment Corporation ("EMC"); Van Wagoner
Crossover Fund, L.P. ("Crossover"); Van Wagoner Capital Partners, L.P. ("Capital
Partners"); Wheatley Partners III, L.P. ("Wheatley Partners"); Wheatley
Associates III, L.P. ("Wheatley Associates"); Wheatley Foreign Partners III,
L.P. ("Wheatley Foreign"); Sprout IX Plan Investors, L.P. ("Sprout IX"); Sprout
Entrepreneurs Fund, L.P. ("Sprout Entrepreneurs"); Sprout Capital IX, L.P.
("Sprout Capital"); DLJ Capital Corporation ("DLJ"); Camelot Capital L.P.
("Camelot"); Camelot Capital II L.P. ("Camelot II"); Camelot Offshore Fund
Limited ("Camelot Offshore") and CommVault Systems, Inc. ("CommVault").

                                    RECITALS

      WHEREAS Putnam OTC, TH Lee, Technology, Crossover, EMC, Wheatley Partners,
Wheatley Associates, Wheatley Foreign (collectively, the "2002 Investors") and
CommVault are parties to a Series CC Purchase Agreement dated as of February 14,
2002 (the "2002 Agreement");

      WHEREAS TH Lee, Putnam OTC, World Trust, Discovery, Sprout IX, Sprout
Entrepreneurs, Sprout Capital, DLJ, Wheatley Partners, Wheatley Associates,
Wheatley Foreign, Capital Partners, Camelot, Camelot II, Camelot Offshore
(collectively, the "2003 Investors") and CommVault are parties to a Series CC
Purchase Agreement dated as of September 2, 2003 (the "2003 Agreement");

      WHEREAS Section 5(g) of the 2002 Agreement and Section 5(e) of the 2003
Agreement provide for the holders of the Series CC preferred stock, including
the 2002 Investors and the 2003 Investors, respectively, to have preemptive
rights if CommVault proposes to issue additional capital stock (the "Preemptive
Rights");

      WHEREAS on March 2, 2006, CommVault provided notice to the holders of the
Series CC preferred stock, including the 2002 Investors and the 2003 Investors
of CommVault's desire to issue capital stock in an initial public offering (the
"IPO") pursuant to Section 5(g) of the 2002 Agreement and Section 5(e) of the
2003 Agreement, and such notice expires as of August 29, 2006; and

      WHEREAS CommVault filed a Registration Statement on Form S-1 (File No:
333-132550) (the "Registration Statement") for the IPO, and desires to enter
into this waiver agreement to facilitate the completion of the IPO;

      NOW THEREFORE, the 2002 Investors and the 2003 Investors, as appropriate,
and CommVault agree as follows:

      1. Notwithstanding Section 5(g) of the 2002 Agreement and Section 5(e) of
the 2003 Agreement, CommVault shall not be required to comply with such sections
in connection with the sale of capital stock in the IPO pursuant to the
Registration Statement.

      2. Except as otherwise specifically amended or modified by this Agreement,
all terms of the 2002 Agreement and the 2003 Agreement shall remain in full
force and effect.

      3. A copy of the Agreement and Declaration of Trust of each Putnam fund or
series investment company (each a "Fund") that is a Massachusetts business trust
is on file with the Secretary of State of the Commonwealth of Massachusetts and
notice is hereby given that this Agreement is executed on behalf of the Trustees
of the relevant Fund as Trustees and not individually and that the obligations
of this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Fund individually but are binding only upon the assets and
property of such Fund..

                                    * * * * *

      IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.

                                    COMMVAULT SYSTEMS, INC.

                                    By: /s/ N. Robert Hammer
                                        ----------------------------------------
                                    Name:   N. Robert Hammer
                                          --------------------------------------
                                    Title:  Chairman, President and CEO
                                           -------------------------------------

                                    PUTNAM OTC AND EMERGING GROWTH FUND

                                    By: Putnam Investment Management, LLC

                                    By: /s/Rick M. Wynn, Jr.
                                        ----------------------------------------
                                    Name:  Rick M. Wynn, Jr.
                                          --------------------------------------
                                    Title: Managing Director
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 1,277,547
                                    Shares under the 2003 Agreement: 239,540

                                    TH LEE, PUTNAM INVESTMENT TRUST -
                                    TH LEE, PUTNAM EMERGING OPPORTUNITIES
                                    PORTFOLIO

                                    By: TH Lee, Putnam Capital Management, LLC

                                    By: /s/ Rick M. Wynn, Jr.
                                        ----------------------------------------
                                    Name:   Rick M. Wynn, Jr.
                                          --------------------------------------
                                    Title:  Managing Director
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 1,916,321
                                    Shares under the 2003 Agreement: 319,387

                                    PUTNAM DISCOVERY GROWTH FUND
                                    (Formerly Putnam Voyager Fund II successor
                                    in interest by way of merger to Putnam Funds
                                    Trust - Putnam Technology Fund)

                                    By: /s/ Rick M. Wynn, Jr.
                                        ----------------------------------------
                                    Name:   Rick M. Wynn, Jr.
                                          --------------------------------------
                                    Title:  Managing Director
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 319,387

                                    PUTNAM WORLD TRUST II - PUTNAM EMERGING
                                    INFORMATION SCIENCES FUND

                                    By: The Putnam Advisory Company, LLC

                                    By: /s/ Rick M. Wynn, Jr.
                                        ----------------------------------------
                                    Name:   Rick M. Wynn, Jr.
                                          --------------------------------------
                                    Title:  Managing Director
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 159,693

                                    PUTNAM DISCOVERY GROWTH FUND

                                    By: Putnam Investment Management, LLC

                                    By: /s/ Rick M. Wynn, Jr.
                                        ----------------------------------------
                                    Name:   Rick M. Wynn, Jr.
                                          --------------------------------------
                                    Title:  Managing Director
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 79,847

                                    EMC INVESTMENT CORPORATION

                                    By:/s/ Paul T. Dacier
                                       -----------------------------------------
                                    Name:  Paul T. Dacier
                                          --------------------------------------
                                    Title: President
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 638,774

                                    VAN WAGONER CROSSOVER FUND, L.P.

                                    By: /s/ Garrett Van Wagoner
                                        ----------------------------------------
                                    Name:   Garrett Van Wagoner
                                          --------------------------------------
                                    Title:  General Partner
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 638,774

                                    VAN WAGONER CAPITAL PARTNERS, L.P.

                                    By: /s/ Garrett Van Wagoner
                                        ----------------------------------------
                                    Name:   Garrett Van Wagoner
                                          --------------------------------------
                                    Title:  General Partner
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 15,969

                                    WHEATLEY PARTNERS III, L.P.
                                    By: Wheatley Partners III LLC, its General
                                        Partner

                                    By: /s/ Barry Rubenstein
                                        ----------------------------------------
                                    Name:   Barry Rubenstein
                                          --------------------------------------
                                    Title:  CEO
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 446,162
                                    Shares under the 2003 Agreement: 335,296

                                    WHEATLEY ASSOCIATES III, L.P.
                                    By: Wheatley Partners III LLC, its General
                                        Partner

                                    By: /s/ Barry Rubenstein
                                        ----------------------------------------
                                    Name:   Barry Rubenstein
                                          --------------------------------------
                                    Title:  CEO
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 95,860
                                    Shares under the 2003 Agreement: 69,958

                                    WHEATLEY FOREIGN PARTNERS III, L.P.
                                    By: Wheatley Partners III LLC, its General
                                        Partner

                                    By: /s/ Barry Rubenstein
                                        ----------------------------------------
                                    Name:   Barry Rubenstein
                                          --------------------------------------
                                    Title:  CEO
                                           -------------------------------------
                                    Shares under the 2002 Agreement: 96,752
                                    Shares under the 2003 Agreement: 73,826

                                    DLJ CAPITAL CORPORATION

                                    By: /s/ Amy M. Yeung
                                        ----------------------------------------
                                    Name:   Amy M. Yeung
                                          --------------------------------------
                                    Title:  Vice President
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 3,899

                                    SPROUT IX PLAN INVESTORS, L.P.
                                    By: DLJ LBO Plans Management Corporation II
                                    Its: General Partner

                                    By: /s/  Amy M. Yeung
                                        ----------------------------------------
                                    Name: Amy M. Yeung
                                          --------------------------------------
                                    Its:  Attorney-in-Fact
                                         ---------------------------------------
                                    Shares under the 2003 Agreement: 82,149

                                    SPROUT ENTREPRENEURS FUND, L.P.
                                    By: DLJ Capital Corporation
                                    Its: Managing General Partner

                                    By: /s/ Amy M. Yeung
                                        ----------------------------------------
                                    Name:   Amy M. Yeung
                                          --------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 7,011

                                    SPROUT CAPITAL IX, L.P.
                                    By: DLJ Capital Corporation
                                    Its: Managing General Partner

                                    By: /s/ Amy M. Yeung
                                        ----------------------------------------
                                    Name:   Amy M. Yeung
                                          --------------------------------------
                                    Title:  Vice President
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 1,778,878




                                    CAMELOT CAPITAL L.P.

                                    By: /s/ Scott Smith
                                        ----------------------------------------
                                    Name:   Scott Smith
                                          --------------------------------------
                                    Title:  Managing Partner
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 220,383

                                    CAMELOT CAPITAL II L.P.

                                    By:   /s/ Scott Smith
                                        ----------------------------------------
                                    Name: /s/ Scott Smith
                                          --------------------------------------
                                    Title: Managing Partner
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 15,763

                                    CAMELOT OFFSHORE FUND LIMITED

                                    By: /s/ Scott Smith
                                        ----------------------------------------
                                    Name:   Scott Smith
                                          --------------------------------------
                                    Title:  Managing Director
                                           -------------------------------------
                                    Shares under the 2003 Agreement: 83,241

                                                                    Exhibit 23.1



            Consent of Independent Registered Public Accounting Firm



We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated June 28, 2006 (except Note 13, as to which the date is
, 2006), in Amendment No. 4 to the Registration Statement (Form S-1 No.
333-132550) and related Prospectus of CommVault Systems, Inc.


                                                     Ernst & Young LLP

MetroPark, New Jersey

The foregoing consent is in the form that will be signed upon the completion of
the matters described in Note 13 to the financial statements.


                                                     /s/ Ernst & Young LLP

MetroPark, New Jersey
August 28, 2006

                                             [MAYER BROWN ROWE & MAW LETTERHEAD]

August 30, 2006                                    Mayer, Brown, Rowe & Maw LLP
                                                           71 South Wacker Drive
                                                    Chicago, Illinois 60606-4637
                                                         Main Tel (312) 782-0600
                                                         Main Fax (312) 701-7711
                                                          www.mayerbrownrowe.com


BY EDGAR & UPS
- --------------


Securities and Exchange Commission
Division of Corporate Finance
Attention: Mark P. Shuman, Branch Chief - Legal
100 F Street, N.E.
Washington, D.C. 20549


Re:      CommVault Systems, Inc. Amendment No. 3 to Registration
         Statement on Form S-1 filed August 7, 2006 (File No.
         333-132550)
         -------------------------------------------------------

Dear Mr. Shuman:

         This letter responds to the Staff's comment letter, dated August 18,
2006, addressed to N. Robert Hammer, Chairman of the Board, President and Chief
Executive Officer of CommVault Systems, Inc. ("CommVault"), related to the
above-referenced filing. CommVault 's responses to the Staff's comments are set
forth herein. To facilitate the Staff's review, CommVault's responses are set
forth below the headings and numbered comments used in the Staff's comment
letter, which are reproduced in bold face text. CommVault is contemporaneously
filing amendment number 4 to the Form S-1 ("Amendment No. 4").

AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-1

1.       WE NOTE YOUR RESPONSE TO COMMENT 3 OF OUR LETTER DATED JULY 19, 2006.
         WHERE APPROPRIATE, PLEASE PROVIDE SPECIFIC DISCLOSURE REGARDING MR.
         HAMMER'S NONRESIDENT STATUS AT THE LOCATION OF YOUR OFFICES AND INCLUDE
         THE ASSESSMENT SET FORTH IN YOUR RESPONSE AS TO THE IMPACT OF SUCH A
         SITUATION ON HIS ABILITY TO MANAGE COMMVAULT. PLEASE QUANTIFY THE
         AMOUNT OF TIME THAT MR. HAMMER HAS PHYSICALLY SPENT IN YOUR OFFICES AND
         DISCUSS THE BASIS FOR REIMBURSING MR. HAMMER ON HIS COMMUTING AND
         HOUSING EXPENSES.

         Additional disclosure has been added to Management - Executive
Compensation - Employment Agreements.

CHANGE TO CONCURRENT PRIVATE PLACEMENT

         Amendment No. 4 also reflects a change to the concurrent private
placement. As CommVault has previously discussed in its responses to the Staff's
comments, certain holders of shares of Series AA, BB and CC preferred stock had
irrevocably committed to purchase shares of CommVault's common stock in the
concurrent private placement. That commitment was not,


Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
August 30, 2006
Page 2


however, open-ended. The holders of Series AA and BB preferred stock are
committed to their purchase decision for 270 days from the date of CommVault's
notice, or approximately November 26, 2006. The holders of Series CC preferred
stock were committed for only 180 days, which expired on August 29, 2006. After
that date, the holders of CC preferred stock were released from their commitment
without taking any further action. As a result, the names of the holders of
Series CC preferred stock that had exercised their preemptive rights have been
deleted from the disclosure relating to the concurrent private placement.

         Under the terms of the Series CC Preferred Stock Purchase Agreements,
CommVault was obligated to provide another notice of the sale of the shares in
the initial public offering to the holders of CC preferred stock and those
holders would have had the opportunity to decide whether they wanted to
purchase sufficient shares of CommVault common stock to permit them to maintain
their percentage ownership of CommVault following the offering. However, as
permitted by the terms of the Series CC Preferred Stock Purchase Agreements,
the holders of at least 66 2/3% of the Series CC preferred stock have entered
into a Series CC Preferred Stock Waiver Agreement, which waives CommVault's
obligation to provide another preemptive notice to the holders of the Series CC
preferred stock in connection with this offering. That agreement has been filed
as an exhibit to Amendment No. 4. In lieu of complying with the preemptive
rights provisions of the Series CC Preferred Stock Purchase Agreements,
CommVault will have a directed share program that is available only to the
holders of the CC preferred stock and will allow these holders to purchase a
number of shares of common stock equal to the number of shares such holders
would have been entitled to acquire pursuant to their preemptive rights.
Disclosure relating to the directed share program has been added to Amendment
No. 4.


                                     * * * *


         Should you have any questions regarding the foregoing or the amended
Registration Statement, please contact Philip Niehoff at (312) 701-7843 or Wendy
Gallegos at (312) 701-8057.


                                      Very truly yours,

                                      /S/ WENDY GALLEGOS


cc: Daniel Lee, Securities and Exchange Commission
    Warren Mondschein, CommVault Systems, Inc.