AMENDMENT NO. 1 TO INTELLECTUAL
PROPERTY AGREEMENT
This Amendment No. 1 to Intellectual Property
Agreement (this “ Amendment ”) is entered into
as of July 21, 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
“hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the IP Agre
