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Exhibit
10.27
AMENDMENT NO. 1 TO
INTELLECTUAL PROPERTY AGREEMENT
This Amendment No. 1 to
Intellectual Property Agreement (this “ Amendment
”) is entered into as of [
], 2008 by and between Morgan Stanley, a Delaware corporation
(“ Morgan Stanley ”) and MSCI Inc., a Delaware
corporation (“ MSCI ”).
RECITALS
WHEREAS, Morgan Stanley and
MSCI are parties to an Intellectual Property Agreement dated as of
November 20, 2007 (“ IP Agreement ”)
pursuant to which Morgan Stanley and MSCI grant each other certain
licenses with respect to certain intellectual property;
and
WHEREAS, in accordance with
Section 6.6 of the IP Agreement, Morgan Stanley and MSCI wish
to amend the IP Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Morgan Stanley and MSCI, for themselves, their
successors and permitted assigns, hereby agree as
follows:
Section 1 . Defined
Terms; References. (a) Unless otherwise defined herein,
all capitalized terms used herein shall have the meaning given to
those terms in the IP Agreement. Each reference to
“hereof”, “hereunder”,
“herein”, and R
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