AMENDMENT NO. 1 TOINTELLECTUAL 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”).

 

 

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 Agreement shall, after this Amendment becomes effective, refer to the IP Agreement as amended hereby.

 

Section 2.  Trigger Date.  The definition of “Trigger Date” in Section 1.1(e) of the IP Agreement is amended to read in its entirety as follows:

 

“Trigger Date” means the date upon which Morgan Stanley shall cease to own greater than 50% of the total voting power to elect directors of MSCI.

 

Section 3.   Continuation of IP Agreement.  Except as otherwise modified by this Amendment, all of the other terms and provisions of the IP Agreement shall continue in full force and effect.

 

Section 4.  Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflicts of laws rules thereof.

 

Section 5.  Effectiveness.  This Amendment shall become effective as of the date hereof.

 

Section 6.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

MORGAN STANLEY
By:	/s/ Martin M. Cohen
	Name:	Martin M. Cohen
	Title:	Vice President and Counsel

 

MSCI INC.
By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chief Executive Officer, President and Chairman