Technology License Agreement, Dated As of March 31, 1999

Exhibit 10.18


TECHNOLOGY LICENSE AGREEMENT


This TECHNOLOGY LICENSE AGREEMENT (this " Agreement" ) dated as of the Second Closing Date , is made among REYNOLDS METALS COMPANY , a Delaware corporation (" Reynolds" ), SOUTHERN RECLAMATION COMPANY, INC ., an Alabama corporation (" Southern" ), REYNOLDS ALUMINUM PARTNERS , a Virginia general partnership (" RAP" , and together with Reynolds and Southern, " Seller" ), and WISE ALLOYS LLC , a Delaware limited liability company (" Buyer" ).


INTRODUCTION

Seller and Buyer have entered into an Asset Purchase Agreement dated as of December 30, 1998 (the " Purchase Agreement" ).

As a condition to the respective obligations of the parties to the Purchase Agreement to consummate the Closing, the Purchase Agreement requires the execution and delivery of this Agreement pursuant to which Seller agrees to license to Buyer certain intellectual property upon the terms set forth herein.

NOW, THEREFORE , in consideration of the promises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

1. Definitions.

Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Purchase Agreement. In addition, the following terms, as used herein, have the meanings set forth below:

(a)" Effective Date" shall mean the Second Closing Date.

(b)" Licensed Technology" means intellectual property, including but not limited to copyrights, know-how and technical information, that was used at the Plants at any time from the beginning of 1995 through the Second Closing Date to produce Plant Products and is licensed pursuant to this Agreement; provided, that Licensed Technology shall not include (i) technology used by Seller on an experimental or trial basis pursuant to a third party confidentiality or development agreement or (ii) intellectual property that is licensed under other of the Related Agreements (as defined in the Purchase Agreement). (c)" Permitted Successors" has the meaning set forth in Section 5.

(d)" Plant Products" means any products made at the Plants from the beginning of 1995 through the Second Closing Date, other than hot band for automotive body sheet. 2. License.

(a) Subject to the provisions of this Agreement, Seller as of the Effective Date hereby grants to Buyer a perpetual, royalty-free, fully paid up license under the Licensed Technology that covers processes, methods, practices, techniques and systems currently used and/or Plant Products currently produced at the Plants.

(b) The license granted in (a) above includes the right to change and further develop Licensed Technology.

(c) The license granted in (a) above includes the worldwide nonexclusive rights to offer for sale and to sell Plant Products produced at the Plants. (d) The license granted in (a) above conveys the exclusive right in North America, subject to (f) below, to make Plant Products using Licensed Technology used solely at the Plants.

(e) The license granted in (a) above conveys the nonexclusive right to make Plant Products in North America using technology used at other facilities now or previously owned by Seller. (f) The exclusive right referred to in (d) above will remain exclusive until the end of the Restricted Period or until such earlier date that Buyer determines not to produce a particular Plant Product to which the Licensed Technology relates, and thereafter will be nonexclusive. For avoidance of doubt, the exclusive right shall not restrict in any way the matters set forth in paragraphs (i) through (ix) of Section 8.12 of the Purchase Agreement. (f) Nothing in (a) above shall be construed as granting a sublicense or rights of any kind under any patent licenses granted to Seller by third parties. (g) The license granted by this Agreement shall be freely transferable to a Permitted Successor, as set forth in Section 5. (h) Seller represents and warrants that it owns the entire right, title and interest in and to the Licensed Technology and has the right to grant the license granted in (a) above and, to Seller' s knowledge, that the Licensed Technology is free from viruses, disabling codes and/or ...