AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENT
Exhibit 10.6
AMENDMENT NO. 1 TO TRADEMARK
LICENSE AGREEMENT
This
Amendment No. 1 to Trademark License Agreement (this “Amendment”) is entered into as
of July 21, 2008 by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Delaware corporation (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and MSCI
Inc., a Delaware corporation (“MSCI”).
RECITALS
WHEREAS,
predecessors of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and MSCI are parties to a Trademark
License Agreement dated as of March 18, 2002 (“Trademark License Agreement”)
pursuant to which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ grants a trademark license to MSCI;
and
WHEREAS,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and MSCI wish to amend the Trademark License 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Trademark
License 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 Trademark License Agreement
shall, after this Amendment becomes effective, refer to the Trademark License
Agreement as amended hereby.
Section
2. Substantially
Owned. The definition of “substantially owned” in Section 1.3
of the Trademark License Agreement is amended to read in its entirety as
follows:
“substantially
owned” means ownership of greater than 50% of the total voting power to elect
directors.
Section
3. Continuation of
Trademark License Agreement. Except as otherwise modified by
this Amendment, all of the other terms and provisions of the Trademark License
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.
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Vice
President and Counsel
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
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Title:
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Chief
Executive Officer, President and
Chairman
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