Exhibit 10.10 EXECUTION VERSION INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement (the "Agreement"), is entered into as of November 20, 2007 (the "Effective Date"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation ("MS") and MSCI Inc., a Delaware corporation ("MSCI"). (MS and MSCI individually referred to as a "Party" and collectively as the "Parties"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) "Including" and its derivatives, each whether or not capitalized in this Agreement, means "including but not limited to". (b) "Licensed Materials" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) "MS Licensed Materials" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel. (d) "MSCI Licensed Materials" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider