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

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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;





                                       2

<PAGE>

     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

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