<PAGE>
                                                                    EXHIBIT 10.8

                                                                  EXECUTION COPY

                         INTELLECTUAL PROPERTY AGREEMENT

                                     BETWEEN

                           ALCAN INTERNATIONAL LIMITED

                                       AND

                                  NOVELIS INC.
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 PREAMBLE...............................................................    1

2.0 DEFINITIONS............................................................    1

3.0 TRANSFER OF TECHNOLOGY.................................................    7

4.0 LICENSE RIGHTS GRANTED.................................................   10

5.0 EXCLUDED TECHNOLOGY....................................................   12

6.0 TERMINATION OF PARTICIPATION IN JTA....................................   14

7.0 PROTECTION OF INFORMATION..............................................   15

8.0 TERM AND TERMINATION...................................................   17

9.0 SURVIVAL OF OBLIGATIONS................................................   19

10.0 REPRESENTATIONS.......................................................   19

11.0 DISCLAIMER............................................................   19

12.0 TRADEMARK, TRADE NAME AND LOGO........................................   20

13.0 NON-WAIVER............................................................   20

14.0 NO PARTNERSHIP, JOINT VENTURE.........................................   20

15.0 FURTHER ASSURANCES, CONSENTS, ETC.....................................   21

16.0 NOTICES...............................................................   21

17.0 ASSIGNMENT............................................................   22

18.0 INDEMNIFICATION.......................................................   22

19.0 ENTIRE AGREEMENT, AMENDMENTS..........................................   24

20.0 DISPUTE RESOLUTION....................................................   25

21.0 MISCELLANEOUS.........................................................   25

22.0 GOVERNING LAW.........................................................   26
</TABLE>
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                         INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement is entered into with effect as of the
Effective Date.

BETWEEN:   Alcan International Limited, a Canadian corporation having its head
           office at 1188 Sherbrooke Street West, Montreal, Quebec, Canada
           (hereinafter referred to as "ALCANINT")

AND:       Novelis Inc., a Canadian corporation having its registered office at
           1188 Sherbrooke Street West, Montreal, Quebec, Canada (hereinafter
           referred to as "NOVELIS ") acting as principal and as agent for other
           members of Novelis Group, as herein provided.

WHEREAS, Alcanint is a wholly-owned subsidiary of Alcan; and

WHEREAS, Alcan Inc. and Novelis have entered into the Separation Agreement with
effect as of the Effective Date, which provides, among other things, for the
transfer of certain assets from Alcan to Novelis and the assumption by Novelis
of certain liabilities in connection with the distribution of common shares of
Novelis to Alcan shareholders and the execution and delivery of certain other
agreements, including this Agreement; and

WHEREAS Alcanint owns and manages certain technology on behalf of and for the
benefit of Alcan and its Affiliates and desires to transfer or license to
Novelis certain rights in technology owned by it;

WHEREAS a further purpose of this Agreement is to achieve compliance with
regulatory requirements in respect of the separation of certain aluminum rolling
assets from Alcan in a manner which allows them to continue to be viable;

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set
forth below, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:

1.0  PREAMBLE

     The preamble hereto shall be considered an integral part of this Agreement.

2.0  DEFINITIONS

     2.1  "AEROSPACE INDUSTRY" shall mean the production of aircraft,
          spacecraft, satellites and similar craft for manned or unmanned
          flight;

     2.2  "AFFILIATE" shall mean, with respect to any corporation, association
          or other business entity, any other entity directly or indirectly
          controlling, controlled by or


                                       1
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          under common control with such specified corporation, association or
          entity. For purposes of this definition, "control" (including, with
          correlative meanings, the terms "controlling," "controlled by" and
          "under common control with"), means the possession, directly or
          indirectly, of the power to direct or cause the direction of
          management or policies, whether through the ownership of voting
          securities, by agreement or otherwise; provided, however, that
          beneficial ownership of 10% or more of the securities or other
          interest entitled to vote generally in the election of directors shall
          be deemed to be control;

     2.3  "AGREEMENT" shall mean this Intellectual Property Agreement and all
          other documents that are made a part hereof;

     2.4  "ALCAN" shall mean Alcan Inc., a Canadian corporation;

     2.5  "ALCAN GROUP COMPANY" shall mean Alcan or any entity of which a
          majority of the total voting power of capital stock or other interests
          entitled (without regard to the occurrence of any contingency) to vote
          in the election of directors, managers or trustees thereof is at the
          time owned or controlled, directly or indirectly, by Alcan;

     2.5A "ARRANGEMENT" shall have the meaning ascribed to such term in the
          Separation Agreement;

     2.6  "AUTOMOTIVE SHEET" shall mean aluminum Sheet products destined or
          intended for use in or principally related to the production of inner
          and outer body panels (including closures, skin, hoods, deckslids and
          fenders) and Sheet-based body-in-white structures for road vehicles;

     2.7  "AUTOMOTIVE SHEET PATENTS" shall mean the patents and patent
          applications in respect of Automotive Sheet as listed in Appendix ASP;

     2.8  "COCAST TECHNOLOGY" shall mean the Technology originally developed by
          Wagstaff Inc. and further developed by Alcan Group Companies,
          primarily at the Solatens Facility, related to the casting of
          composite ingots with distinct regions having different alloy
          compositions as generally described in the patents and patent
          applications listed in Appendix CCT;

     2.9  "DESIGNATED PATENTS" shall mean patents and patent applications owned
          by Alcanint and listed in Appendix DP;

     2.10 "EFFECTIVE DATE" shall mean the Effective Date as defined in the
          Separation Agreement;

     2.11 "EXCLUDED TECHNOLOGY" shall mean the Technology described in Section
          5.1;


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     2.12 "FLEXCAST TECHNOLOGY" shall mean the Technology specific to continuous
          casting of a thin strip between two chilled metallic belts as
          generally described in the patents and patent applications listed in
          Appendix FCT;

     2.13 "FLEXSTREME TECHNOLOGY" shall mean the Technology and equipment
          designs originally developed by Wagstaff Inc. and further developed by
          Alcan Group Companies, primarily at the Solatens Facility, related to
          the horizontal direct chill casting of small diameter ingots suitable
          for use as forging stock as generally described in the patents and
          patent applications listed in Appendix FST;

     2.14 "INSITU HOMOGENIZATION TECHNOLOGY" shall mean ***.

     2.15 "JOINT TECHNOLOGY AGREEMENTS" or "JTAS" shall mean the Agreements
          between Alcanint and various other Alcan Group Companies for joint
          research and technical assistance in the field of aluminum and other
          materials fabricating and/or aluminum reduction and/or the production
          of raw materials for the production of aluminum and/or manufacturing
          packaging using aluminum foil and other materials;

     2.16 "LICENSED PATENTS" shall mean the patents and patent applications
          listed in Appendix LP;

     2.17 "LICENSED EQUIPMENT PATENTS" shall mean the patents and patent
          applications listed in Appendix LEP;

     2.18 "LICENSED TECHNOLOGY" shall mean any and all, copyrights, trade
          secrets, information, data, inventions, designs and similar rights
          that have been used or developed, or are being used or developed for
          use by Novelis or any Novelis Subsidiaries on or immediately before
          the Effective Date for or in connection with the use and exploitation
          of any one of the facilities that form part of Novelis as of the
          Effective Date that are related to the following:

               -    Sheet ingot casting and metallurgy and associated melting,
                    metal cleaning, molten metal delivery, quality measurement
                    and environmental technologies;

----------
***  Certain information on this page has been omitted and filed separately with
     the Securities and Exchange Commission. Confidential treatment has been
     requested with respect to the omitted portions.


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               -    laminated products as pursued as of the Effective Date at
                    the Ohle, Ludensheid, Berlin, Bridgnorth or Etobicoke foil
                    operations of Alcan;

               -    Technology specific to the production of rolled Plate with a
                    thickness of less than 12mm to the extent that such
                    technology was in use immediately prior to the Effective
                    Date at manufacturing facilities that will form a part of
                    Novelis as of the Effective Date;

               -    the Ouro Preto/Aratu/Petrocoque Technology;

          Licensed Technology shall also include all Technology related to
          management systems and business processes including environment health
          and safety, value based management, continuous improvement, production
          scheduling and management and individual performance and career
          management and all business forms, contract forms, and other written
          and electronic business materials used by Novelis or a Novelis
          Subsidiary prior to the Effective Date subject in each case to Novelis
          obtaining at its sole cost any necessary consents, provided that all
          such Technology and materials have been modified as necessary to
          delete any reference to brand names, trademarks, service marks being
          retained by Alcan Group Companies.

     2.19 "NETCAST TECHNOLOGY" shall mean the Technology originally developed by
          Wagstaff Inc. and further developed by Alcan Group Companies,
          primarily at the Solatens Facility, related to the direct chill
          casting of complex shapes certain aspects of which are described in
          the patents and patent applications listed in Appendix NCT;

     2.19A "NOVELIS GROUP" means Novelis and the Novelis Subsidiaires.

     2.20 "NOVELIS SUBSIDIARY" shall mean, as of and from the Effective Date,
          (i) Petrocoque S.A. - Industria E Comercio, Aluminium Norf GmbH and
          Logan Aluminum Inc, in each case for so long as Novelis retains at
          least its current ownership stake in such entity and (ii) any other
          entity of which a majority of the total voting power of capital stock
          or other interests entitled (without the occurrence of any
          contingency) to vote in the election of directors, managers or
          trustees thereof is at the time owned or controlled, directly or
          indirectly by Novelis;

     2.21 "OURO PRETO/ARATU/PETROCOQUE TECHNOLOGY" shall mean the Technology
          employed in the operations of any one or more of the facilities known
          as Ouro Preto, Aratu and Petrocoque as of the Effective Date. Ouro
          Preto is a bauxite mine, alumina refinery and aluminum smelter, Aratu
          is an aluminum smelter with an associated electricity generating
          facility; and Petrocoque is a facility that produces calcined
          petroleum coke;


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<PAGE>
     2.21A "PECHINEY" means Pechiney, a wholly-owned subsidiary of Alcan,
          together with all entities that were subsidiaries of Pechiney when
          Pechiney became a subsidiary of Alcan, in December 2003.

     2.22 "PAE TWIN ROLL CASTING TECHNOLOGY" shall mean Technology specific to
          the continuous casting of a relatively thin metal strip between two
          chilled rolls which is marketed by Pechiney Aluminium Engineering
          certain aspects of which are described in the patents and patent
          applications listed in Appendix TRCT;

     2.23 "PAE METAL TREATMENT TECHNOLOGY" shall mean Technology specific to the
          melting, holding and casting of aluminum, treatments of molten
          aluminum to remove hydrogen, solid and liquid inclusions and alkali
          metal and related equipment namely IRMA, JetCleaner, Alpur, PDBF, CCF
          and Autopak which is marketed by Pechiney Aluminium Engineering as of
          the Effective Date, certain aspects of which are described in the
          patents and patent applications listed in Appendix MTT;

     2.24 "PLATE" shall mean rolled and/or cast aluminum product with a
          thickness of greater than 6.5mm that is not intended for further
          rolling to a thickness of 6.5mm or less (reroll);

     2.25 "ROLLED PRODUCTS" means rolled aluminum products in the form of Foil,
          Sheet and rolled Plate of a thickness of less than 12 mm;

     2.26 "SECONDARY INTELLECTUAL PROPERTY AGREEMENT" shall mean that other
          Intellectual Property Agreement of even date herewith between Novelis
          as party of the first part and Alcanint as party of the second part;

     2.27 "SEPARATION AGREEMENT" shall mean the Separation Agreement herewith
          between Alcan and Novelis, as described in the Preamble to this
          Agreement;

     2.28 "SHEET" and "FOIL" shall have the same meaning as is commonly ascribed
          to those expressions in the aluminum industry in reference to rolled
          aluminum provided that it is of a thickness of 6.5mm or less;

     2.29 "SOLATENS FACILITY" shall mean the facility in Spokane, Washington
          known as Solatens;

     2.30 "TECHNOLOGY" shall mean any and all patents, patent applications,
          copyrights, trade secrets, information, data, inventions, designs,
          manufacturing processes, know-how, technical information,
          specifications, creative works and similar rights either conceived or
          first reduced to practice on or before the Effective Date that are
          owned, licensable or otherwise under the control and direction of


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          Alcanint or any other Alcan Group Company before the Effective Date,
          including Novelis Subsidiaries;

     2.31 "TRANSFERRED TECHNOLOGY" shall mean the Technology described in
          Section 3.1; and

     2.32 "UNRESTRICTED LICENSED TECHNOLOGY" shall mean any and all, copyrights,
          trade secrets, information, data, inventions, designs and similar
          rights that have been used or developed, or are being used or
          developed for use in connection with research, development,
          production, marketing or sale of Rolled Products by Novelis or any
          Novelis Subsidiary on or immediately before the Effective Date or in
          connection with the use and exploitation of any of the facilities
          owned or operated by Novelis or a Novelis Subsidiary as of the
          Effective Date that are freely licensable by Alcanint or any Alcan
          Group Company and related to the following:

               -    Recycling aluminum, scalping, homogenization and preheating
                    technology, hot rolling, cold rolling, foil rolling,
                    coiling, cooling and lubrication, continuous and batch heat
                    treatment, quenching, mechanical finishing, slitting,
                    cutting to length, laser blanking and all associated
                    technologies (e.g. profile, gauge and shape measurement and
                    control and pollution reduction and control);

               -    Mechanical finishing, surface texturing, chemical
                    pre-treatment, painting, lacquering and curing technologies
                    for Sheet and Foil;

               -    Metallurgy related to the properties and microstructural
                    evolution through continuous casting, hot rolling, coiling,
                    cooling, cold rolling, foil rolling, heat-treatment,
                    quenching, mechanical finishing, and downstream finishing
                    and fabrication processes for sheet, foil and sheet ingot
                    applied internally or by customers for Sheet and Foil (e.g.
                    forming, rolling, painting and lacquering, curing and
                    etching of Sheet and Foil);

               -    Manufacture of rigid and semi-rigid aluminum foil containers
                    and closures;

               -    Metal property and alloy composition specifications related
                    to Rolled Products;

               -    In-service sheet and foil product performance in terms of
                    mechanical property changes, corrosion (bare and surface
                    treated Sheet) in final applications;


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               -    All process simulation models, scheduling and productivity
                    models and historic information to the extent recorded and
                    relevant to the Licensed Technology, Unrestricted Licensed
                    Technology or Transferred Technology;

               -    Enabling Technologies and know-how related to processes and
                    application of aluminum Rolled Products materials used by
                    customers (e.g. AVT automotive body-in-white assembly
                    process, spot welding, adhesive bonding, riveting
                    technologies, etching and finishing, structural simulation
                    models pertinent to applications); and

               -    Technology for the production of Foil to the extent it is
                    being used or has been used under existing or past practices
                    at the former Pechiney Annecy, Rugles, Dudelange and
                    Flemalle sites for the sole purpose of painting Sheet or
                    producing circles from Sheet or producing Foil.

               -    Technology specific to making and using the inventions
                    claimed in the Designated Patents and the Automotive Sheet
                    Patents;

               -    All other Technology, other than Excluded Technology, that
                    is in use or held for use as of the Effective Date in
                    connection with the research, development, production,
                    marketing or sale of Rolled Products at the facilities of
                    Novelis and the Novelis Subsidiaries as of the Effective
                    Date subject to Alcanint's right, upon reasonable request,
                    to be informed as to the identity, scope and use of such
                    other Technology;

     2.33 In the event of any ambiguity as to the inclusion of a particular
          Technology within Excluded Technology, Licensed Technology,
          Transferred Technology, or Unrestricted Licensed Technology, such
          Technology still be allocated in the following order of preference:
          (1) Transferred Technology; (2) Excluded Technology; (3) Licensed
          Technology; and (4) Unrestricted Licensed Technology.

3.0  TRANSFER OF TECHNOLOGY

     3.1  Alcanint hereby grants, conveys, transfers and assigns and agrees to
          deliver (and agrees to cause any appropriate Alcan Group Company to
          grant, convey, transfer, assign and agree to deliver) to Novelis, in
          its capacity as principal for the sole purpose of acquiring legal
          title therein, and in its capacity as agent for the relevant members
          of Novelis Group for the purpose of acquiring all beneficial ownership
          therein and for all other purposes, all right, title and interest, of
          whatever nature or kind throughout the world of Alcanint or any Alcan
          Group Company in and to the following:


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          3.1.1 the Designated Patents;

          3.1.2 the Automotive Sheet Patents and related Technology which is
               only useful in the production of Automotive Sheet and which
               originated: (i) without use of or reference to Technology owned
               or developed by Pechiney, and (ii) within a business unit or
               manufacturing facility that will be owned by Novelis Group as of
               the Effective Date;

          3.1.3 Technology that is only useful in the production of beverage can
               body Sheet, beverage can end Sheet and tab stock (for beverage
               cans) which originated: (i) without use of or reference to
               Technology owned or developed by Pechiney, and (ii) within any
               business unit or manufacturing facility that will form part of
               Novelis as of the Effective Date;

          3.1.4 NetCast Technology, CoCast Technology, FlexStreme Technology and
               Insitu Homogenisation Technology;

          3.1.5 PAE Twin Roll Casting Technology and FlexCast Technology, in
               both cases subject to Schedule FT;

          3.1.6 PAE Metal Treatment Technology;

          3.1.7 the right to grant licenses and rights under and with respect to
               any of the foregoing and to sue for any infringement occurring
               before or after the Effective Date as well as all statutory,
               contractual and other claims, demands and causes of action for
               royalties, fees or other income from, or infringement,
               misappropriation or violation of, any of the foregoing, and all
               of the proceeds from the foregoing that are accrued and unpaid as
               of, and/or accruing after, the Effective Date;

          3.1.8 all causes of action and rights of recovery against third
               parties for past infringement in and to the Transferred
               Technology, and for past misappropriation by third parties of
               trade secrets in and to the Transferred Technology; and

          3.1.9 the right to apply for and obtain statutory rights and
               registrations with respect to any of the foregoing Technology.

     3.2  The foregoing transfer and assignment shall be subject to the licenses
          granted to Alcanint and other Alcan Group Companies pursuant to the
          Secondary Intellectual Property Agreement.

     3.3  If and to the extent that, as a matter of law in any jurisdiction,
          ownership, title, or any rights of interest in or to any of the
          Transferred Technology cannot be assigned as provided in Section 3.1,
          (i) Alcanint agrees subject to the other


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          terms and conditions of this Agreement to assign and transfer, and
          hereby assigns and transfers to Novelis (as agent for the relevant
          member of Novelis Group) all rights (including, without limitation,
          all economic and commercialization rights) that can be assigned
          pursuant to Section 3.1 to the fullest extent permissible; and (ii)
          Alcanint agrees subject to the other terms and conditions of this
          Agreement to grant, and hereby grants, Novelis (as agent for the
          relevant member of Novelis Group) an unlimited, exclusive,
          irrevocable, worldwide, perpetual, royalty-free license, to use,
          exploit and commercialize in any manner now known or in the future
          discovered and for whatever purpose, any rights to Transferred
          Technology that cannot be assigned as contemplated by Section 3.1.

     3.4  Alcanint further covenants that it will, without demanding any further
          consideration therefor, at the request and expense of Novelis (except
          for the value of the time of Alcanint employees), do (and cause Alcan
          Group Companies to do) all lawful and just acts that may be or become
          necessary for evidencing, maintaining, recording and perfecting
          Novelis' rights to such Transferred Technology consistent with Alcan's
          general business practice as of the Effective Date, including but not
          limited to, execution and acknowledgement of (and causing Alcan Group
          Companies to execute and acknowledge) assignments and other
          instruments in a form reasonably required by Novelis for each relevant
          jurisdiction.

     3.5  Alcanint and each other Alcan Group Company shall retain any
          Technology not transferred to Novelis by virtue of the foregoing.
          Novelis warrants to Alcanint that neither it nor any Novelis
          Subsidiary owns any Technology (other than the Transferred Technology
          and only to the extent conveyed hereunder) as of the Effective Date
          and further acknowledges that any other Technology that it or any
          Novelis Subsidiary may be deemed to have owned prior to the Effective
          Date was intended to be owned by Alcanint and shall be deemed to have
          been held by Novelis or such Novelis Subsidiary for the benefit of
          Alcanint. This provision shall not apply to that Technology described
          in the final paragraph of Section 2.18.

     3.6  Each of Alcanint and Novelis shall deliver to the other all documents
          and instruments necessary or appropriate to be duly executed where
          appropriate by the applicable party(ies) and notarized where indicated
          in the exhibits to this Agreement.

     3.7  Novelis acknowledges and agrees that the foregoing assignment is
          subject to any and all licenses or other rights that may have been
          granted by Alcanint or any other Alcan Group Company with respect to
          the Transferred Technology prior to the Effective Date.


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     3.8  The determination regarding which Novelis Group company (sometimes
          referenced in this Agreement as the "relevant member of Novelis
          Group") shall be entitled to beneficial ownership of Transferred
          Technology or to a license of Licensed Patents, Unrestricted Licensed
          Technology or Licensed Technology shall be made having regard to the
          following factors:

          3.8.1 whether the relevant member of Novelis Group was a party to any
               JTA while such entity was an Alcan Group Company;

          3.8.2 whether the relevant member of Novelis Group reasonably requires
               the relevant beneficial ownership or license in connection with
               the ownership or operation of one or more of its businesses on
               and after the Effective Date, based on the use of Technology in
               connection with such business prior to the Effective Date; and

          3.8.3 such other factors as may reasonably be taken into account by
               Novelis and as are consistent with the provisions of this
               Agreement.

     3.9  Novelis covenants that it will enter into such agreements with the
          relevant members of Novelis Group as may be necessary or desirable for
          the orderly management of the Technology mentioned in section 3.8.

4.0  LICENSE RIGHTS GRANTED

          4.1.1 Alcanint hereby grants to Novelis and Novelis hereby accepts, as
               agent for the relevant members of Novelis Group and subject to
               the terms and conditions of this Agreement a royalty free license
               to use and commercialize the Licensed Patents, Unrestricted
               Licensed Technology and Licensed Technology to operate, maintain,
               repair, reconstruct, rebuild and expand any present or future
               facilities of Novelis Group and to use and sell the products
               produced using the Licensed Patents, Unrestricted Licensed
               Technology and/or the Licensed Technology pursuant thereto world
               wide; provided that the royalty free license in respect of the
               Ouro Preto/Aratu/Petrocoque Technology shall be limited such that
               it may be used only at the same geographic sites.

          4.1.2 Pursuant to the license granted under Section 4.1.1, Novelis
               shall be permitted to sublicense any Unrestricted Licensed
               Technology except to the extent the use of such Unrestricted
               Licensed Technology is covered by patents held by Alcanint or any
               other Alcan Group Company.

          4.1.3 Novelis may grant sublicenses under the Licensed Patents and the
               Licensed Technology (i) to third parties (such as customers and
               vendors)


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               to the extent necessary or appropriate to give commercial effect
               to the rights sought to be transferred, assigned or licensed
               hereunder and (ii) to Novelis Subsidiaries provided that any such
               sublicense may be made effective retroactively but not prior to
               the sublicensee's becoming a Novelis Subsidiary and any such
               sublicense shall terminate immediately upon such sublicensee no
               longer being a Novelis Subsidiary, except in a transaction that
               meets the conditions of Section 17.2.

     4.2  All licenses granted to Novelis under this Agreement are personal,
          indivisible, royalty-free, non-exclusive, and non-transferable except
          as otherwise specifically provided herein, and shall be subject to all
          terms and conditions herein set forth and apply only to the extent
          herein specified and defined. The non-exclusive licenses granted
          hereunder shall exist as long as this Agreement is effective in
          accordance with Article 8.0, provided, however that the non-exclusive
          licenses granted hereunder is subject to termination in accordance
          with Article 8.0.

          4.2.1 Alcanint hereby grants to Novelis (and agrees to cause any
               appropriate Alcan Group Company to grant to Novelis) and Novelis
               hereby accepts, as agent for the relevant members of Novelis
               Group and subject to the terms and conditions to this Agreement
               (i) a royalty-free right and license to operate, maintain and
               repair equipment subject to the Licensed Equipment Patents that
               was acquired prior to the Effective Date and to use and sell the
               products produced therewith on a world-wide basis and (ii) a
               conditional royalty-free right and license to use the Licensed
               Equipment Patents to build, operate, maintain, repair,
               reconstruct, rebuild and expand any present or future facilities
               of Licensee and to use and sell the products produced therewith
               on a world-wide basis.

          4.2.2 To the extent that (i) Alcanint continues the commercial sale of
               equipment for implementing any Licensed Equipment Patent either
               directly or through a licensee and (ii) Alcanint or its licensee
               offers such equipment to Novelis for sale on terms and conditions
               (including royalties) at least as favourable to Novelis as the
               best of those offered to any third party during the previous 24
               months or, if no such equipment has not been offered within the
               previous 24 months at market rates (such conditions (i) and (ii)
               being referred to herein as a "COMMERCIAL LICENSE"), then Novelis
               shall operate under the terms of such Commercial License rather
               than the licenses granted in clause (ii) herein which shall be
               deemed suspended until the occurrence of condition (i) or (ii)
               above. At any time thereafter, Novelis shall be entitled to
               operate under the license granted under clause (ii) or Section
               4.2.1 as the case may be, with no further action required by
               either Alcanint or Novelis provided that Novelis shall provide
               reasonably prompt notice to Alcanint that Novelis is operating
               under the license set forth in paragraph 4.2 (ii). The licenses
               provided for in clause


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               (ii) of Section 4.2.1 shall not apply to any equipment purchased
               by Novelis prior to the date of such notice for implementing
               Licensed Equipment Patents to the extent that equipment has been
               acquired with a valid Commercial License. Such previously
               purchased equipment shall continue to be operated under the terms
               and conditions specified at the time such equipment was acquired
               by Novelis.

          Except as otherwise specifically provided in this Agreement, Novelis
          is not granted and does not have the right to assign, sub-license or
          otherwise dispose of the Licensed Patents or Licensed Technology or
          any part thereof.

     4.3  Except as otherwise specifically provided in this Agreement, Alcanint
          shall retain all right, title and interest in and to the Licensed
          Technology and Licensed Patents including the right (but not the
          obligation) to file for, prosecute and maintain any applications,
          registrations or recordation thereof and to bring any action to
          enforce or otherwise seek to abate any infringement thereof.

     4.4  Novelis shall have the right (to be exercised reasonably) from time to
          time to request additional information concerning the Transferred
          Technology, Licensed Technology, Unrestricted Licensed Technology and
          Licensed Patents. Alcanint shall, subject to the availability of
          appropriate personnel, supply the information so requested with the
          related cost and expense of doing so, if any, being for Novelis'
          account.

5.0  EXCLUDED TECHNOLOGY

     5.1  For the avoidance of doubt, all Technology that is not clearly
          identified as one of Licensed Patents, Licensed Equipment Patents,
          Licensed Technology, Unrestricted Licensed Technology or Transferred
          Technology shall not be transferred pursuant to Article 3.0 nor shall
          it be licensed pursuant to Article 4.0, all rights in such Technology
          shall be retained by Alcanint and such Technology shall be deemed
          "EXCLUDED TECHNOLOGY" and any license or right granted hereunder shall
          be specifically limited such that no right, license or permission to
          use Excluded Technology is granted. Without limitation and
          notwithstanding anything else contained herein, "Excluded Technology"
          specifically includes:

               -    all Technology owned or licensable or controlled by Pechiney
                    except for the following Technology to the extent such
                    Technology is otherwise agreed to be transferred or licensed
                    hereunder: (i) the PAE Twin Roll Casting Technology; (ii)
                    the PAE Metal Treatment Technology; and (iii) other
                    Technology to the extent that it is being used or has been
                    used under the existing or past practice at the former
                    Pechiney Annecy, Rugles, Dudelange and Flemalle sites for
                    the sole purpose of painting Sheet or the production of
                    circles from Sheet or the production of Foil;


                                       12
<PAGE>
               -    all Technology specific to the production of bright Sheet,
                    reflector Sheet and capacitor Foil to the extent that the
                    rights thereto originated with the 2000 acquisition by Alcan
                    of Alusuisse Group AG together with any subsequent
                    improvements thereto made at the Singen facility;

               -    all Technology related to the production and application of
                    metal - non-metal bonded composites (e.g. Alucobond),
                    structural composites, foamed plastics, balsa wood products,
                    honeycomb-cored composites, non-aluminum core materials and
                    roll bond Sheet and components made from roll bond except
                    for any such Technology related to the production and
                    application of laminates typically used for roofs, walls,
                    ceilings, automotive applications and caravans (e.g., FF2,
                    FF2 Plus, FALZONALI and AluSilent) or anti-graffiti
                    composite products (e.g., Aluclean) that are in use or held
                    for use as of the Effective Date in connection with the
                    research, development, production, marketing or sale such
                    products at the facilities of Novelis and the Novelis
                    Subsidiaries;

               -    all Technology specific to the production and application
                    of, diecastings, forgings, except forging stock, non-Rolled
                    Products mass transport systems, non-Rolled Products
                    automotive components and assemblies (e.g. auto bumper
                    beams, crash management systems, side impact beams, cockpit
                    carriers, and certain BIW sub-assemblies, chassis parts and
                    engine cradles) except to the extent that any such
                    Technologies are in use or held for use as of the Effective
                    Date in connection with the research, development,
                    production, marketing or sale of Rolled Products at the
                    facilities of Novelis and the Novelis Subsidiaries;

               -    all Technology related to the mining of bauxite, the
                    refining and production of alumina and alumina based
                    chemicals other than the Ouro Preto/Aratu/Petrocoque
                    Technology to the extent licensed under Section 4.1;

               -    all Technology related to the smelting, the operation of
                    smelters, reduction and other processes and techniques
                    relating to the production of molten aluminum metal from
                    alumina or other ores, the generation and transmission of
                    electricity and related technologies other than the Ouro
                    Preto/Aratu/Petrocoque Technology to the extent licensed
                    under Section 4.1;

               -    all Technology other than Technology related only to Foil
                    that is specific to the manufacturing of any packaging
                    related products made from or incorporating rigid plastics,
                    flexible plastics, carton,


                                       13
<PAGE>
                    steel, glass or paper but subject to the rights under
                    Section 4.2.2(i) and except for any such Technology that was
                    in use or in development for use in May 2004 in connection
                    with, manufacturing activities conducted at the Ohle,
                    Ludensheid, Berlin, Bridgnorth and Etobicoke facilities;

               -    all Technologies specific to the production of magnesium
                    chloride and magnesium metal.

     5.2  For the avoidance of doubt, the rights and licenses granted in
          Technology pursuant to Article 3.0 and licensed pursuant to Article
          4.0, do not grant such rights and licenses to use any of Licensed
          Patents, Licensed Technology, Unrestricted Licensed Technology or
          Transferred Technology in the following fields:

               -    Plate, except to the extent that they relate to rolled Plate
                    of a thickness of less than 12mm and except as otherwise
                    specifically permitted in Appendix PE;

               -    products destined or intended for use in the Aerospace
                    Industry;

               -    aluminum lithium alloys and Series 2000 and Series 7000
                    alloys;

               -    production and application of aluminum extruded products and
                    multi-material co-extrusions for all markets, including the
                    casting of extrusion billet except to the extent that they
                    relate to casting extrusion billet using FlexStream
                    Technology and except that Novelis may continue to use such
                    co-extrusion Technology that is being used in, has been used
                    in or is being developed for use in the manufacturing
                    activities conducted by Novelis at the Ludensheid facility
                    to produce products for its existing markets (e.g. cable
                    wrap and pipes);

               -    production and application of continuous cast bar, rolled
                    rod and products made therefrom including rod, strip, wire
                    and cables; and

               -    smooth wall containers adapted for the application of heat
                    sealed lids and such lids, destined or intended for use in
                    the packaging of pet food and coating and/or laminating
                    strip used in their manufacture.

6.0  TERMINATION OF PARTICIPATION IN JTA

     6.1  As of the Effective Date and provided that the Arrangement becomes
          effective, Novelis and all Novelis Subsidiaries will cease to be
          Participants in the JTAs as


                                       14
<PAGE>
          that term is defined in the JTAs. In consideration of the rights and
          licenses granted herein and other good and valuable rights received
          pursuant to the Separation and related Agreements, Novelis hereby
          grants and will cause each such Participant to grant to Alcanint all
          rights of such Participants in technology developed under the JTAs,
          other than the rights described herein.

     6.2  Alcanint on behalf of the Participants in the JTAs hereby releases
          Novelis and the Novelis Subsidiaries from all obligations under the
          JTAs as of the Effective Date, provided that Novelis and the Novelis
          Subsidiaries shall remain responsible for performance of all of their
          respective obligations under the JTA, up to and including the
          Effective Date; and provided further that any default in the
          performance of these obligations shall be deemed a default hereunder.

7.0  PROTECTION OF INFORMATION

     7.1  Alcanint and Novelis hereby agree that the Licensed Technology made
          available to or produced or developed for the other party at any time
          and Excluded Technology that may be in the possession of Novelis (the
          "INFORMATION") is confidential information of Alcanint and shall not
          be disclosed to any third party except as may be expressly provided
          for herein and that Novelis shall have only such rights in the
          Information as are expressly provided herein.

     7.2  The obligations of confidentiality and non-disclosure shall not apply
          to Information to the extent that said Information:

          7.2.1 is in the public domain through no fault of Novelis, or lawfully
               is or becomes public knowledge through no breach of this
               Agreement;

          7.2.2 was received from any third party on a non-confidential basis
               and did not originate from Alcanint or any Alcan Group Company;
               or

          7.2.3 was disclosed by Novelis pursuant to legal process, governmental
               request or regulatory requirement; provided, however, that
               Novelis shall use all reasonable efforts to provide notice to
               Alcanint in order to afford Alcanint a reasonable opportunity to
               seek a protective order or an injunction.

     7.3  Specific information shall not be deemed to be within the exceptions
          of Section 7.2 above merely because such specific information may be
          construed as being within broader, non-confidential information which
          is either in the public domain or the possession of the receiving
          party on the Effective Date, nor shall a combination of features which
          form confidential information be deemed to be non-confidential
          information merely because the individual features, without being
          combined, are non-confidential.


                                       15
<PAGE>
     7.4  Novelis shall not use the Information received hereunder for any
          purpose other than that specified in this Agreement without first
          obtaining written consent from Alcanint.

     7.5  Novelis may disclose the Information relating to Licensed Technology
          received hereunder to its officers, employees, contractors, suppliers,
          customers for Sheet and Foil, representatives and others to the extent
          necessary for the normal operation of its business. Novelis shall take
          reasonable precautions, consistent with past practices to preserve the
          value of the Information. Novelis shall advise the appropriate
          officers, employees, contractors, suppliers, customers,
          representatives and others to whom such information is supplied of the
          confidentiality obligation hereunder, and shall ensure that, where
          appropriate, they have agreed to comply with the provisions of this
          Article 7.0.

     7.6  The obligations of confidentiality and non-disclosure with respect to
          specific Information received under this Agreement or otherwise shall
          expire ten years after the Effective Date of this Agreement.

     7.7  The parties recognize that a breach of this Article 7.0 may give rise
          to irreparable injury to Alcanint that cannot be adequately
          compensated by monetary damages. Accordingly, in the event of a breach
          or threatened breach, Alcanint may be entitled to preliminary and
          permanent injunctive relief to prevent or enjoin a violation of this
          Article 7.0 and the unauthorized use or disclosure of any confidential
          Information in addition to such other remedies as may be available for
          such breach or threatened breach, including the recovery of damages.

     7.8  No provision of this Agreement shall be construed to require Alcanint
          to furnish any information (i) acquired from others on terms
          prohibiting or restricting disclosure by Alcanint, or (ii) the
          furnishing of which is in contravention of any law, regulation, or
          executive order of any government. Each party shall use its
          commercially reasonable efforts to avoid conditions that prevent the
          exchange of information under this Agreement.

     7.9  Nothing in this Agreement shall preclude Novelis from using any
          information that is in the public domain at the time of its use of
          such information unless such information is in the public domain as a
          result of Novelis' breach of the confidentiality obligations under
          this Article 7.0.


                                       16
<PAGE>
8.0  TERM AND TERMINATION

     8.1  This Agreement shall be effective until and shall terminate on the ***
          anniversary of the Effective Date except for the restrictions in
          respect of Transferred Technology as reflected in Section 5.2 which
          shall be effective until and shall terminate on the *** anniversary of
          the Effective Date. Upon termination pursuant to this Section 8.1,
          each of the licenses granted hereunder shall be deemed a fully-paid,
          unrestricted, unconditional, perpetual license, with the right to
          grant unrestricted sublicenses subject only to any patents held by
          Alcanint or an Alcan Group Company and to any obligations to pay any
          royalties due to any third party from which the Technology was
          originally acquired or licensed. For clarity, the parties intend that
          upon termination of this agreement pursuant to this Section 8.1,
          Novelis shall have all of the rights of a nonexclusive owner of the
          Licensed Technology, Unrestricted Technology and Transferred
          Technology and have an unrestricted, unconditional right to use and
          license such Technology without notice or accounting to Alcanint or
          any Alcan Group Company.

     8.2  Should there be a material default by Novelis in the performance of
          any of its obligations under this Agreement or under the Separation
          Agreement and such default is not cured within 30 days following
          written notification of such default from Alcanint, this Agreement
          shall terminate on the date specified on such notice which shall not
          be less than 30 days following the date of such notice, unless Novelis
          cures such default before such specified termination date. This shall
          be referred to as early termination.

     8.3  This Agreement shall terminate immediately upon the occurrence of any
          of the following:

               (a)  the bankruptcy or insolvency of Novelis;

               (b)  the appointment of a receiver for Novelis' assets;

               (c)  the making by Novelis of a general assignment for the
                    benefit of creditors; or

               (d)  the institution by Novelis of proceedings for a
                    reorganization of

----------
***  Certain information on this page has been omitted and filed separately with
     the Securities and Exchange Commission. Confidential treatment has been
     requested with respect to the omitted portions.


                                       17
<PAGE>
                    Novelis under the Bankruptcy Act or similar legislation for
                    the relief of debtors or the institution of involuntary
                    proceedings by a party other than Novelis which are not
                    terminated in 30 days.

     8.4  All of the licenses of Licensed Technology shall terminate and this
          Agreement shall terminate (1) upon the occurrence of a Non Compete
          Breach (as defined in the Separation Agreement) and the giving of
          notice of such termination by Alcan to Novelis pursuant to Section
          14.03(b) of the Separation Agreement, or (2) upon the occurrence of a
          Change of Control Non Compete Breach (as defined in the Separation
          Agreement) and the giving of notice of such termination by Alcan to
          Novelis pursuant to Section 15.04 of the Separation Agreement. In the
          case of a termination of licenses of Licensed Technology granted to
          Novelis under this Agreement and termination of this Agreement
          pursuant to clause (1) or clause (2) hereof, such termination shall be
          effective immediately upon Alcan providing Novelis notice pursuant to
          Section 14.03(b) or Section 14.04(e) of the Separation Agreement, as
          the case may be and Novelis shall cease all use of the Licensed
          Technology that is the subject of licenses terminated pursuant to this
          section (including any license granted by virtue of Section 3.3). This
          section shall not preclude Novelis from using any information that is
          in the public domain at the time of its use of such information unless
          such information is in the public domain as a result of Novelis'
          breach of the confidentiality obligations under Article 7.0.

     8.5  This Agreement shall be terminated upon written notice from Alcanint
          in the event that (i) the Secondary Intellectual Property Agreement is
          at any time no longer in full force and effect (other than by virtue
          of a termination caused by the actions or inaction of Alcanint) or
          (ii) Novelis or any Novelis Subsidiary or any of their respective
          Affiliates asserts that the Secondary Intellectual Property Agreement
          is invalid, unenforceable or no longer in full force and effect and
          does not withdraw such assertion within five business days following a
          request to do so from Alcanint.

     8.6  Early termination pursuant to this Article 8.0 shall not prejudice
          Alcanint 's rights to recover any amounts due at the time of such
          termination nor shall it prejudice any other remedy or cause of action
          or claim of Alcanint accrued or to accrue against Novelis on account
          of any such default by Novelis.

     8.7  This Agreement may be terminated at the option of Novelis, upon
          receipt of written notice to Alcanint, at any time provided all
          payments owed hereunder have been remitted to Alcanint.

     8.8  Upon early termination of this Agreement pursuant to this Article 8.0,
          all licenses of any Licensed Technology shall terminate and Novelis
          shall cease all use of the Licensed Technology. This section shall not
          preclude Novelis from using any information that is in the public
          domain at the time of its use of such


                                       18
<PAGE>
          information unless such information is in the public domain as a
          result of Novelis' breach of the confidentiality obligations under
          Article 7.0.

     8.9  Notwithstanding the foregoing, Novelis may, after the date this
          Agreement is terminated pursuant to this Article 8.0 sell any product
          made before such termination, as if such product were sold prior to
          termination.

9.0  SURVIVAL OF OBLIGATIONS

     Except as otherwise provided in this agreement and unless otherwise agreed
     in writing by the parties, the rights and obligations of the parties under
     Articles 7.0, 10.0, 11.0, 12.0, 15.0, 16.0, 17.0, 18.0, 19.0, 21.0 and 22.0
     shall survive the termination of this Agreement.

10.0 REPRESENTATIONS; COVENANT

     Each party hereto represents that it has full power and authority to enter
     into this Agreement and to perform all obligations hereunder. Novelis
     further represents that it has fully power and authority to act as agent
     for each member of Novelis Group for all purposes under this Agreement.
     Novelis covenants that it will cause each member of Novelis Group to act
     strictly in accordance with the provisions of this Agreement.

11.0 DISCLAIMER

     11.1 Novelis acknowledges and agrees that the foregoing assignments and
          licenses are made on an "as is" quitclaim basis and that neither
          Alcanint nor any Alcan Group Company is providing or is responsible to
          provide any representation or warranty of any nature or kind (whether
          express, implied, statutory, contractual or other in nature and
          whether relating to title enforceability, merchantability, fitness for
          purpose, non-infringement, absence of rights of third parties or
          other) in respect of the Transferred Technology or, Licensed
          Technology or any use to be made thereof or any product to be produced
          therewith. Neither Alcanint nor any Alcan Group Company shall be
          liable to Novelis, or any other person, for any damage, injury or
          loss, including loss of use arising from any activities or obligations
          under this Agreement; or for any direct or indirect, incidental,
          consequential special or punitive damages.

     11.2 Nothing in this Agreement shall be construed as a warranty or
          representation that any product made, used, sold or otherwise disposed
          with the benefit of any rights or license granted pursuant to this
          Agreement is or will be free from infringement of patents of third
          parties.

     11.3 Neither Alcan nor any other Alcan Group Company nor any of their
          current Affiliates shall have any infringement action or claim against
          Novelis or any or its current Affiliates in respect of Designated
          Patents, Licensed Patents or


                                       19
<PAGE>
          Technology to the extent of any use of same prior to the Effective
          Date. None of Novelis, any Novelis Subsidiary nor any of their
          Affiliates shall have any infringement action against any Alcan Group
          Company in respect of any past, use of Technology. Each party, on
          behalf of itself and its Subsidiaries and Affiliates, hereby releases
          the other party and it Affiliates and Subsidiaries, from, and agrees
          not to sue concerning, any and all claims for infringement in respect
          of any use of Technology prior to the Effective Date, whether based on
          contract, tort, statutory or other legal or equitable theory of
          recovery, which such party (or its Subsidiaries or Affiliates) has
          asserted or could have asserted against the other party (or its
          Subsidiaries or Affiliates). Promptly following the Effective Date,
          the relevant Alcan Group Company (or Affiliate) and Novelis (or
          Affiliate) shall promptly execute and deliver stipulations of
          dismissal with prejudice of any claims filed in respect of any such
          alleged infringement, in forms suitable for immediate filing in the
          relevant court.

     11.4 Without limiting Section 11.1 hereof, in no event shall either party
          or any of their respective Affiliates be liable to the other party or
          its Affiliates for any special, consequential, indirect, incidental or
          punitive damages or lost profits, however caused and on any theory of
          liability (including negligence) arising in any way out of this
          Agreement, whether or not such party has been advised of the
          possibility of such damages.

12.0 TRADEMARK, TRADE NAME AND LOGO

     No right is conveyed under this Agreement for the use, either directly,
     indirectly, by implication or otherwise, of any trademark, trade name or
     logo owned by Alcanint or any Alcan Group Company. The parties will enter
     into a separate trademark license agreement if appropriate.

13.0 NON-WAIVER

     The failure of any party to insist in any one or more instances upon the
     strict performance of any one or more of the obligations of this Agreement
     or to exercise any election herein contained, shall not be construed as a
     waiver for the future of the performance of such one or more obligations of
     this Agreement or of the right to exercise such election. No waiver of any
     breach or default of this Agreement shall be held to be a waiver for any
     subsequent breach.

14.0 NO PARTNERSHIP, JOINT VENTURE

     The parties to this Agreement agree and acknowledge that the Agreement does
     not create a partnership, joint venture or any other relationship between
     Alcanint and Novelis save the relationship specifically set out herein
     before and solely for the limited purposes herein.


                                       20
<PAGE>
15.0 FURTHER ASSURANCES, CONSENTS, ETC.

     The parties to this Agreement shall co-operate together using their
     respective commercially reasonable best efforts to take such further steps,
     including the execution and delivery of documentation and applications
     which are required for legal or regulatory purposes or to obtain the
     consents or approvals of third parties or necessary or advisable
     registrations. All fees and expenses related to registrations which are
     advisable or necessary shall be at the expense of the future owner of such
     registrations and all registrations will be the responsibility of such
     owner. Nothing contained in this Agreement shall be interpreted to oblige
     any party to do anything more than apply its commercially reasonable best
     efforts (without material expense to it) to obtain any consent, approval or
     registration which may be required to give full effect to the terms and
     conditions hereof. Similarly, no party shall be obliged to convey any
     rights or do any other thing which would cause it to be in breach of any
     legal or contractual obligation.

16.0 NOTICES

     Any notice, consent or other instrument required or permitted to be given
     by one party to the other party hereunder shall be in writing and shall be
     delivered or sent by first class mail or telefax and shall be deemed
     received five days following prepaid mailing or the next business day when
     telefaxed to the other party with receipt confirmation at the addresses set
     forth below;

<TABLE>
<S>                 <C>
     To Alcanint:   Alcan International Limited
                    1188 Sherbrooke Street West
                    Montreal, Quebec, Canada H3A 3G2

                    Fax: (514) 848-8555
                    Attention: Company Secretary

                    In all cases with copy (which
                    shall not constitute notice) to:
                    Alcan Inc.
                    1188 Sherbrooke Street West
                    Montreal, Quebec, Canada H3A 3G2

                    Fax: (514) 848-8555
                    Attention: Company Secretary
</TABLE>


                                       21
<PAGE>
<TABLE>
<S>                 <C>
      To Novelis:   Novelis Inc.
                    Suite 3800
                    Royal Bank Plaza, South Tower
                    P. O. Box 84
                    200 Bay Street
                    Toronto, Ontario, Canada  M5J 2Z4
                    Fax: (416) 216-3930
                    Attention: President
</TABLE>

     Either party may change the notice address by giving written notice to the
     other party. If sent by telefax, a confirming copy of such shall be sent by
     regular mail to the addressee.

17.0 ASSIGNMENT

     17.1 This Agreement shall not be assignable, in whole or in part, directly
          or indirectly, by any party hereto without the prior written consent
          of the others, and any attempt to assign any rights or obligations
          under this Agreement without such consent shall be null and void and
          deemed to be in breach hereof.

     17.2 Notwithstanding the preceding Section 17.1, this Agreement may be
          assigned (i) by Alcanint to any Alcan Group Company, by Novelis to any
          Novelis Subsidiary and (ii) by either party in whole in connection
          with a merger or consolidation or the sale of all or substantially all
          of the assets of such Party, or (iii) by Novelis in part in connection
          with a sale or other divestiture of a Novelis Subsidiary, plant, or
          business unit whose field of activity is principally related to the
          portion of Novelis' business that makes actual use of the Technology
          licensed under this Agreement; provided, however, that such assignee
          must expressly agree in writing to be bound by the terms and
          conditions of this Agreement.

     17.3 Nothing in this Article 17.0 shall operate to entitle any transfer,
          assignment or license to any entity which has any activities directly
          or through Affiliates of a type which would be contrary to Section
          8.4. Any such transfer assignment, or license (actual or attempted)
          shall in all aspects be void ab initio and any attempted assignment in
          violation thereof shall be deemed to constitute a material default
          within the meaning of Section 8.2 hereunder.

18.0 INDEMNIFICATION

     18.1 Novelis shall indemnify, defend and hold harmless Alcanint and all
          Alcan Group Companies and their respective directors and officers (the
          "ALCANINT INDEMNITEES") from and against any and all losses incurred
          or suffered by any of the Alcanint Indemnitees arising out of the use
          of any Transferred Technology or Licensed Technology by Novelis or any
          of its Affiliates or customers.


                                       22
<PAGE>
     18.2 If any Alcanint Indemnitee determines that it is or may be entitled to
          indemnification by any party (the "INDEMNIFYING PARTY"), under this
          Article 18.0, (other than in connection with an action subject to
          Section 18.3), the Indemnified Party shall deliver to the Indemnifying
          Party a written notice describing to the extent reasonably
          practicable, the basis for its claim for indemnification and the
          amount for which the Indemnified Party reasonably believes it is
          entitled to be indemnified. If the Indemnifying Party has not
          responded within 30 days after receipt of such notice, the Indemnified
          Party shall deliver a second notice to the Indemnifying Party within
          ten days of the expiration of the original 30 day period. Within 30
          days after receipt of any second notice, the Indemnifying Party shall
          pay the Indemnified Party such amount in cash or other immediately
          available funds unless the Indemnifying Party objects to the claim for
          indemnification or the amount thereof.

     18.3 Promptly following the earlier of (i) receipt of notice of the
          commencement of an action by a third party against or otherwise
          involving any indemnified party, or (ii) receipt of information from a
          third party alleging the existence of a claim against an Indemnified
          Party, in either case, with respect to which indemnification may be
          sought pursuant to this Agreement, (a "THIRD PARTY Claim"), the
          Indemnified Party shall give the Indemnifying Party written notice
          thereof. The failure of the Indemnified Party to give notice as
          provided in this Article 18.0 shall not relieve the Indemnifying Party
          of its obligations under this Agreement, except to the extent that the
          Indemnifying Party is prejudiced by such failure to give notice.
          Within 30 days after receipt of such notice, the Indemnifying Party
          may (i) by giving written notice thereof to the Indemnified Party,
          acknowledge liability for such indemnification claim and at is option
          elect to assume the defence of such Third Party Claim at its sole cost
          and expense or (ii) object to the claim for indemnification set forth
          in the notice delivered by the Indemnified Party pursuant to the first
          sentence of this Section 18.3; provided that if the Indemnifying Party
          does not within such 30 day period give the Indemnified Party written
          notice objecting to such indemnification claim and setting forth the
          grounds therefor, the Indemnified Party shall give the Indemnifying
          Party an additional notice of its claim for indemnification and if the
          Indemnifying Party does not give the Indemnified Party written notice
          objecting to such claim within ten days after receipt of such notice
          the Indemnifying Party shall be deemed to have acknowledged its
          liability for such indemnification claim. If the Indemnifying Party
          has elected to assume the defence of a Third Party Claim, (x) the
          defence shall be conducted by counsel retained by the Indemnifying
          Party and reasonably satisfactory to the Indemnified Party, provided
          that the Indemnified Party shall have the right to participate in such
          proceedings and to be represented by counsel of its own choosing at
          the Indemnified Party's sole cost and expense; and (y) the
          Indemnifying Party may settle or compromise the third Party claim
          without the prior written consent of the Indemnified Party so long as
          such settlement includes and unconditional release of the Indemnified
          Party from all claims that are the subject of such


                                       23
<PAGE>
          Third Party Claim provided the Indemnifying Party may not agree to any
          such settlement pursuant to which any remedy or relief, other than
          money damages for which the Indemnifying Party shall be responsible
          hereunder, shall be applied to or against the Indemnified Party,
          without the prior written consent of the Indemnified Party, which
          consent shall not be unreasonably withheld. If the Indemnifying Party
          does not assume the defence of a Third Party Claim for which it has
          acknowledged liability for indemnification hereunder, the Indemnified
          Party may require the Indemnifying Party to reimburse it on a current
          basis for its reasonable expenses of defending against such Third
          Party Claim and the Indemnifying party shall be bound by the result
          obtained with respect thereto by the Indemnified Party; provided that
          the Indemnifying Party shall not be liable for any settlement effected
          without its consent, which consent shall not be unreasonably withheld.
          The Indemnifying Party shall pay to the Indemnified Party in cash the
          amount, if any, for which the Indemnified Party is entitled to be
          indemnified hereunder within 15 days after such Third Party Claim has
          been finally determined, or in the case of an indemnity claim as to
          which the Indemnifying Party has not acknowledged liability, within 15
          days after such Indemnifying Party's objection to liability hereunder
          has been finally determined.

     18.4 If for any reason the indemnification provided for in Section 18.1 is
          unavailable to an Indemnified Party, or insufficient to hold it
          harmless, then the Indemnifying Party shall contribute to the amount
          paid or payable to such Indemnified Party as a result of such losses
          in such proportion as is appropriate to reflect all relevant equitable
          considerations.

     18.5 The remedies provided for in this Article 18.0 are not exclusive and
          shall not limit any rights or remedies which may otherwise be
          available to any Indemnified Party at law or in equity.

19.0 ENTIRE AGREEMENT, AMENDMENTS

     19.1 This Agreement constitutes the entire agreement and understanding
          between the parties with respect to the subject matter hereof and
          supersedes all prior agreements, understandings, negotiations and
          discussions whether oral or written of the parties, and there are no
          representations, warranties or conditions expressed or implied or
          otherwise between the parties in connection with the subject matter
          hereof, except as specifically set forth herein. No amendment to the
          terms and conditions hereof or waiver in respect thereto shall be
          binding unless it is in writing and signed by duly authorized
          representatives of both parties.

     19.2 Notwithstanding the foregoing, the rights and interests transferred,
          assigned or granted to Novelis or Novelis Subsidiaries or otherwise to
          be made available to them pursuant to the terms of this Agreement,
          shall in all respects be subject to


                                       24
<PAGE>
          the provisions of the Separation Agreement and nothing in this
          Agreement shall entitle Novelis or Novelis Subsidiaries to have any
          rights or pursue any activity which would otherwise be restricted by
          the Separation Agreement. The Separation Agreement shall not in
          defining the assets, businesses, rights and obligations to form part
          of Novelis, be interpreted so as to grant, convey or confirm, directly
          or indirectly, any rights on the part of Novelis in respect of
          Technology which would be greater than those established herein.

20.0 DISPUTE RESOLUTION

     The Master Agreement with Respect to Dispute Resolution, effective on the
     Effective Date, among Alcanint, Novelis and other parties thereto shall
     govern all disputes, controversies or claims (whether arising in contract,
     delict, tort or otherwise) between the Parties that may arise out of, or
     relate to, or arise under or in connection with, this Agreement or the
     transactions contemplated hereby (including all actions taken in
     furtherance of this Agreement) or the commercial or economic relationship
     of the Parties relating hereto or thereto.

21.0 MISCELLANEOUS

     21.1 The division of this Agreement into sections, subsections and other
          subdivisions and the insertion of headings are for convenience of
          reference only and shall not affect or be utilized in the construction
          or interpretation of this Agreement.

     21.2 The parties hereto have requested that this Agreement and all other
          documents, notices or written communications relating thereto, be in
          the English language.

     21.3 The parties may amend this Agreement only by a written agreement
          signed by each party to be bound by the amendment and that identifies
          itself as an amendment to this Agreement.

     21.4 Except as expressly stated to the contrary herein, the provisions of
          this Agreement are solely for the benefit of the parties and are not
          intended to confer upon any person except the parties any rights or
          remedies hereunder, and there are no third party beneficiaries of this
          Agreement, and this Agreement shall not provide any third person with
          any remedy, claim, liability, reimbursement, claim of action or other
          right in addition to those existing without reference to this
          Agreement.


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<PAGE>
22.0 GOVERNING LAW

     Recognizing the numerous jurisdictions associated with this Agreement and
     the activities contemplated by it, the parties agree that this Agreement
     shall be governed, construed and interpreted according to the laws of the
     Province of Quebec, Canada without the application of the provisions
     relating to the conflict of laws. Any provision in this Agreement
     prohibited by law or by court decree shall be ineffective to the extent of
     such prohibition without in any way invalidating or affecting the remaining
     provisions of this Agreement, and this Agreement shall be construed as if
     such prohibited provision had never been contained herein. Alcanint and
     Novelis hereby agree, however, to negotiate an equitable amendment of this
     Agreement if a material provision is adversely affected.

IN WITNESS WHEREOF duly authorised representatives of the parties hereto have
signed duplicate copies of this Agreement.

ALCAN INTERNATIONAL LIMITED             NOVELIS INC.


Per: /s/ David McAusland                Per: /s/ Brian W. Sturgell
     --------------------------------        -----------------------------------

                                  INTERVENTION

Alcan Inc. has intervened in this Agreement to acknowledge its terms and agree
to be bound by and benefit from same.

ALCAN INC.


Per: /s/ David McAusland
     --------------------------------


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