Contribution and Distribution Agreement

EXHIBIT A

DESCRIPTION OF NEWCO CANADA EXCHANGECO ASSETS AND

NEWCO CANADA EXCHANGECO LIABILITIES

Newco Canada Exchangeco Assets

1. “Newco Canada Exchangeco Assets” shall mean all the business, properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real or personal, tangible or intangible, that are owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan immediately prior to the purchase and sale of the Newco Canada Exchangeco Assets and Newco Canada Exchangeco Liabilities and used or held for use primarily in the operation or conduct of the Newco Business, other than (A) the Canadian Excluded Assets and (B) as otherwise provided for in this Section 1, which Newco Canada Exchangeco Assets shall include (in each case, other than the Canadian Excluded Assets) :

(i)

all owned real property, leaseholds and other interests in real property of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan used or held for use primarily in the operation or conduct of the Newco Business, including the owned real property, leaseholds and other interests in real property set forth on Schedule 2.02(a)(i), in each case together with Weyerhaeuser Canada’s or Weyerhaeuser Saskatchewan’s right, title and interest in, to and under all plants, facilities, buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto (the “Transferred Real Property”);

(ii)

all raw materials, work-in-process, finished goods and products, supplies, parts and other inventories owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan (“Inventory”) that as of the close of business on the Closing Date are located on the Transferred Real Property and all other Inventory as of the close of business on the Closing Date, in each case that are used or held for use primarily in the operation or conduct of the Newco Business or produced by the Newco Business for use in or sale by the Newco Business (the “Transferred Inventory”);

(iii)

(A) all other tangible personal property and interests therein owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan (including all machinery, equipment, furniture, furnishings, tools and vehicles owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan) that are used or held for use primarily in the operation or conduct of the Newco Business, and (B) the machinery and equipment set forth on Schedule 2.02(a)(iii) (collectively, the “Transferred Equipment”);

(iv)

all accounts receivable of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan solely arising out of the operation or conduct of the Newco Business;

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(v)

(A) all patents (including all reissues, divisions, continuations and extensions thereof), patent applications, patent rights, trademarks, trademark registrations, trademark applications, servicemarks, trade names, business names, brand names, copyrights, copyright registrations, designs, design registrations, and all rights to any of the foregoing (collectively, the “Intellectual Property”), in each case that are owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan and used or held for use primarily in the operation or conduct of the Newco Business, including the Intellectual Property set forth on Schedule 2.02(a)(v) (the “Transferred Intellectual Property”), and (B) all rights, if any, owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan in the name and mark “Willamette”;

(vi)

all trade secrets, inventions, know-how, formulae, processes, procedures, research records, records of inventions, test information, market surveys, business potential analysis, strategic plans, consultants reports, technical reports and marketing know-how (“Technology”), in each case that are owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan and used or held for use solely in the operation or conduct of the Newco Business (the “Transferred Technology”);

(vii)

all permits, licenses, franchises, approvals or authorizations from any Governmental Entity (“Permits”) set forth on Schedule 2.02(a)(vii), and all other Permits that are held by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan and used or held for use primarily in the operation or conduct of the Newco Business, in each case to the extent such Permits are transferable (the “Transferred Permits”);

(viii)

all written contracts, leases, subleases, licenses, notes, bonds, debentures, indentures, guarantees, agreements, commitments and all other legally binding instruments, arrangements and understandings (“Contracts”) to which Weyerhaeuser Canada or Weyerhaeuser Saskatchewan is a party or by which Weyerhaeuser Canada or Weyerhaeuser Saskatchewan is bound that are set forth on Schedule 2.02(a)(viii), and all other Contracts to which Weyerhaeuser Canada or Weyerhaeuser Saskatchewan is a party or by which Weyerhaeuser Canada or Weyerhaeuser Saskatchewan is bound that are used or held for use primarily in, or that arise primarily out of, the operation or conduct of the Newco Business (the “Transferred Contracts”);

(ix)

all rights of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan in and to products sold or leased (including products returned after the Closing Date and rights of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan of rescission, replevin and reclamation) primarily in the operation or conduct of the Newco Business;

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(x)

all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items that are used or held for use primarily in, or that arise primarily out of, the operation or conduct of the Newco Business;

(xi)

all rights, claims, causes of action and credits owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan to the extent relating to any Newco Canada Exchangeco Asset or any Newco Canada Exchangeco Liability, including any such items arising under any guarantees, warranties, indemnities, rights of recovery, rights of set-off and similar rights in favor of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan in respect of any Newco Canada Exchangeco Asset or any Newco Canada Exchangeco Liability;

(xii)

subject to Section 7.01 of the Contribution and Distribution Agreement, all books, records and other documents (including all books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals, manufacturing and quality control records and procedures, billing records, sales and promotional literature) (in all cases, in any form or medium) owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan (“Records”) (A) that as of the close of business on the Closing Date are located at the Transferred Real Property and that are used or held for use primarily in, or that arise primarily out of, the conduct or operation of the Newco Business, or (B) that as of the close of business on the Closing Date are not located at the Transferred Real Property and that are solely used or held for use in the conduct or operation of the Newco Business (collectively, the “Transferred Records”);

(xiii)

all goodwill owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan generated by or associated with the Newco Business or the Newco Canada Exchangeco Assets;

(xiv)

all assets owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan that are expressly contemplated by the Tax Sharing Agreement as assets to be transferred to the Spinco Group;

(xv)

all rights of Newco Canada Exchangeco or any subsidiary of Newco Canada Exchangeco under the Canadian Purchase Agreement or any Transaction Document;

(xvi)

all assets to be transferred to Newco Canada Exchangeco or any subsidiary of Newco Canada Exchangeco set forth on Schedule 2.02(a)(xvi) (the “Benefit Plan Assets”);

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(xvii)

all other assets, properties, goodwill and rights of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan reflected in the Interim Newco Balance Sheet other than assets, properties, goodwill and rights that are (A) sold, disposed or otherwise transferred after the date of such balance sheet, or (B) set forth on Schedule 2.02(a)(xviii);

(xviii)

all finished pulp manufactured at the Transferred Real Property owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan and that, as of the close of business on the Closing Date, is located at Weyerhaeuser Canada’s or Weyerhaeuser Saskatchewan’s facilities other than the Transferred Real Property to the extent allocated to Newco Canada Exchangeco or any subsidiary of Newco Canada Exchangeco in accordance with Schedule 2.04(d) (the “Shared Inventory”); and

(xix)

all accounts receivable with respect to pulp sales pursuant to which a payment is owed by a third party to the Newco Business and the Weyerhaeuser Business to the extent allocated to Newco Canada Exchangeco or any subsidiary of Newco Canada Exchangeco in accordance with Schedule 2.04(d) (the “Shared Accounts Receivable”).

2. “Canadian Excluded Assets” shall mean the following assets owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan:

(i)

all assets set forth on Schedule 2.02(b)(i) or 2.02(a)(xviii);

(ii)

all cash and cash equivalents;

(iii)

subject to Section 6.01 of the Contribution and Distribution Agreement, all insurance policies and all rights and claims thereunder and any proceeds thereof;

(iv)

all rights, claims and credits to the extent relating to any Canadian Excluded Asset or any Canadian Retained Liability, including any such items arising under any guarantees, warranties, indemnities and similar rights in favor of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan in respect of any Canadian Excluded Asset or any Canadian Retained Liability;

(v)

all shares of capital stock of, or other equity interests in, any affiliate of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any other Person (in each case, other than Wapawekka Lumber and Wapawekka Lumber Partnership);

(vi)

all assets (other than the Benefit Plan Assets) relating to any employee benefit plan in which any employees of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any of their respective affiliates participate;

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(vii)

subject to Section 7.01 of the Contribution and Distribution Agreement or, as applicable, Section 5.09 of the Tax Sharing Agreement, all financial and tax Records relating to the Newco Business that form part of Weyerhaeuser Canada’s or Weyerhaeuser Saskatchewan’s general ledger;

(viii)

all (A) Records that are not Transferred Records, and (B) Records prepared in connection with the sale or transfer of the Newco Business, including bids received from third parties and analyses relating to the Newco Business;

(ix)

all rights of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan under this Agreement or any Transaction Document;

(x)

the Retained Names;

(xi)

all owned real property, leaseholds and other interests in real property set forth on Schedule 2.02(b)(xi) and all owned real property, leaseholds and other interests that are not Transferred Real Property, in each case together with Weyerhaeuser Canada’s or Weyerhaeuser Saskatchewan’s right, title and interest in, to and under all buildings, improvements and fixtures thereon and all other appurtenances and real property rights pertaining thereto;

(xii)

all Intellectual Property set forth on Schedule 2.02(b)(xii) and all other Intellectual Property that is not Transferred Intellectual Property;

(xiii)

all Technology that is used or held for use in Weyerhaeuser Canada’s or Weyerhaeuser Saskatchewan’s fluff pulp and specialty pulp operations and all other Technology that is not Transferred Technology;

(xiv)

all Permits set forth on Schedule 2.02(b)(xiv) and all other Permits that are not Transferred Permits;

(xv)

all Contracts set forth on Schedule 2.02(b)(xv) and all other Contracts that are not Transferred Contracts;

(xvi)

all accounts receivable pursuant to which a payment is owed (i) by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan to any other member of the Weyerhaeuser Group, or (ii) by the Weyerhaeuser Business to the Newco Business;

(xvii)

any other property or assets not constituting Newco Canada Exchangeco Assets;

(xviii)

all corporate-level services of the type provided as of the date of the Canadian Purchase Agreement to the Newco Business by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan;

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(xix)

all tangible personal property and interests therein (including all machinery, equipment, furniture, furnishings, tools and vehicles) set forth on Schedule 2.02(b)(xix) and all other tangible personal property that is not Transferred Equipment;

(xx)

all assets that are expressly contemplated by the Tax Sharing Agreement as assets to be retained by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any other member of the Weyerhaeuser Group;

(xxi)

the Bowater Claim;

(xxii)

(xxiii)

all accounts receivable with respect to pulp sales pursuant to which a payment is owed by a third party to the Newco Business and the Weyerhaeuser Business, other than the Shared Accounts Receivable.

For the purposes of this Section 2 only, the “Newco Business” has the meaning given to such term in Article I of the Contribution and Distribution Agreement without regards to the proviso in such definition.

Newco Canada Exchangeco Liabilities

3. “Newco Canada Exchangeco Liabilities” shall mean all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising out of or primarily relating to the Newco Canada Exchangeco Assets, the Newco Business or the operation or conduct of the Newco Business prior to, on or after the Closing Date, excluding the Canadian Retained Liabilities, which Newco Canada Exchangeco Liabilities shall include (in each case, other than the Canadian Retained Liabilities):

(i)

all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan under the Transferred Contracts and the Transferred Permits;

(ii)

all accounts payable and accrued liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan solely arising out of the operation or conduct of the Newco Business;

(iii)

all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising out of or primarily relating to any and all products manufactured or sold by the Newco Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims relating to such products;

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(iv)

all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising as a result of at any time being the owner, lessee or occupant of, or the operator of the activities conducted at, the Transferred Real Property;

(v)

all Environmental Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan at any time arising out of or primarily relating to the operation or conduct of the Newco Business or the ownership of, or activities conducted at, the Transferred Real Property;

(vi)

all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan in respect of any suit, action or proceeding (a “Proceeding”), pending or threatened, and claims, whether or not presently asserted, at any time arising out of or primarily relating to the operation or conduct of the Newco Business;

(vii)

all employment and employee benefit-related Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan with respect to Transferred Employees and their dependents and beneficiaries (regardless of when or whether such Liabilities arose, arise, were or are incurred), including under or with respect to any Newco Benefit Plan or Newco Benefit Agreement set forth on Schedule 2.03(a)(vii), other than the Retained Benefit Liabilities (the “Benefit Plan Liabilities”);

(viii)

all Liabilities to be expressly assumed by any member of the Spinco Group pursuant to the Canadian Purchase Agreement or any Transaction Documents (including all Taxes to the extent responsibility therefor is assigned to Spinco under the Tax Sharing Agreement);

(ix)

all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan reflected in the Interim Newco Balance Sheet other than Liabilities discharged after the date of such balance sheet; and

(x)

all accounts payable with respect to pulp liabilities pursuant to which a payment is owed collectively by the Newco Business and the Weyerhaeuser Business to any third party to the extent allocated to Newco Canada Exchangeco or any subsidiary of Newco Canada Exchangeco in accordance with Schedule 2.04(d) (the “Shared Accounts Payable”).

4. “Canadian Retained Liabilities” shall mean the following Liabilities of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan:

(i)

all Liabilities not constituting Newco Canada Exchangeco Liabilities;

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(ii)

all Liabilities (A) under the Weyerhaeuser Stock Plans (other than any Liabilities with respect to Spinco equity awards issued or required to be issued pursuant to Section 6.08 of the Transaction Agreement) and the Newco Canadian Pension Plans (other than the Assumed Canadian Plans), (B) under or with respect to any Newco Benefit Plan or any Newco Benefit Agreement not set forth on Schedule 2.03(a)(vii), (C) for severance benefits payable to salaried employees of Weyerhaeuser Saskatchewan at its facilities located in Prince Albert, Saskatchewan and Big River, Saskatchewan in respect of terminations occurring prior to the Closing Date and (D) arising out of claims for medical benefits incurred on or prior to the Closing Date (such plans, collectively, the “Excluded Benefit Plans” and such Liabilities, collectively, the “Retained Benefit Liabilities”);

(iii)

all Liabilities to be expressly retained or assumed by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan pursuant to the Canadian Purchase Agreement or any Transaction Documents (including all Taxes to the extent responsibility therefor is assigned to the Weyerhaeuser Canada or Weyerhaeuser Saskatchewan as members of the Weyerhaeuser Group under the Tax Sharing Agreement);

(iv)

all Liabilities under Environmental Laws arising out of or primarily relating to real property, plants and other facilities formerly owned or leased by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan and not included in the Transferred Real Property;

(v)

all accounts payable pursuant to which a payment is owed (i) by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan to any other member of the Weyerhaeuser Group, or (ii) by the Newco Business to the Weyerhaeuser Business;

(vi)

all Liabilities to the extent arising out of (x) any exposure to asbestos or asbestos-containing materials present in products formerly manufactured at facilities located on the Transferred Real Property or at any other facility now or formerly owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or (y) the pre-closing manufacture of these products at such facilities;

(vii)

all accounts payable with respect to pulp liabilities pursuant to which a payment is owed collectively by the Newco Business and the Weyerhaeuser Business to any third party, other than the Shared Accounts Payable; and

(viii)

all Liabilities set forth on Schedule 2.03(b)(x).

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Tax Elections

1. Newco Canada Exchangeco or a subsidiary of Newco Canada Exchangeco and each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan will, if applicable, jointly execute and file an election under subsection 20(24) of the ITA in the manner required by Section 20(25) of the ITA and under the equivalent or corresponding provisions of any other applicable provincial or territorial law, and under any other applicable provincial or territorial law, as to such amount paid by Weyerhaeuser Canada and Weyerhaeuser Saskatchewan to Newco Canada Exchangeco for assuming future obligations.

2. Newco Canada Exchangeco or a subsidiary of Newco Canada Exchangeco and each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan will elect jointly under Section 22 of the ITA and the corresponding provisions of any other applicable taxing statute as to the sale of the accounts receivable transferred by Weyerhaeuser Canada and/or Weyerhaeuser Saskatchewan and designate in such election an amount equal to the portion of the purchase price allocated to such accounts receivable.

3. Newco Canada Exchangeco or a subsidiary of Newco Canada Exchangeco and each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall execute jointly an election under Section 167 of the Excise Tax Act (Canada) with each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan to have the sale of the Newco Canada Exchangeco Assets take place on a goods and services tax-free basis under Part IX of the Excise Tax Act (Canada).

Defined terms used but not otherwise defined in this Exhibit A shall have the meanings as set forth in the Contribution and Distribution Agreement, with the exception of the definition of the Closing Date, which shall mean the date on which the closing of the purchase by Newco Canada Exchangeco or by a subsidiary of Newco Canada Exchangeco of the Newco Canada Exchangeco Assets and the assumption by Newco Canada Exchangeco or by a subsidiary of Newco Canada Exchangeco of the Newco Canada Exchangeco Liabilities occurs.

In this Exhibit A, all Schedule numbers refer to the corresponding schedules to the Contribution and Distribution Agreement, it being the intention of the parties that the schedules to the Canadian Purchase Agreement (i) shall consist solely of items currently set forth in the schedules to the Contribution and Distribution Agreement and (ii) shall be prepared in accordance with Section 2.07(d) of the Contribution and Distribution Agreement.

EXHIBIT B

FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement (this “Agreement”) dated as of [ ], 2006, between Weyerhaeuser Company, a Washington corporation (“Licensor”), and Weyerhaeuser ELI, LLC, a Delaware limited liability company (“Licensee”).

WHEREAS, Licensee and Licensor have entered into a Contribution and Distribution Agreement dated as of August 22, 2006 (the “Contribution and Distribution Agreement”), pursuant to which Licensor has agreed to transfer to Licensee the Transferred Assets related to the Newco Business, and Licensee has agreed to assume from Licensor the Assumed Liabilities;

WHEREAS, the patents and patent applications listed on Schedule A to this Agreement, and the respective inventions disclosed therein, are owned by Licensor and are used in the operation of the Newco Business, but are not being transferred to Licensee pursuant to the Contribution and Distribution Agreement (collectively, the “Retained Licensed Patents”);

WHEREAS, the copyrights, mask works, copyright registrations, designs, and design registrations, including, but not limited to, those items identified on Schedule B hereto, owned by Licensor and used or held for use both in the operation of the Newco Business and in the operation of other businesses of Licensor but not primarily used or held for use in the Newco Business (collectively, the “Retained Licensed Copyrights”) are not being transferred to Licensee pursuant to the Contribution and Distribution Agreement;

WHEREAS, the trade secrets, inventions, know-how, formulae, processes, procedures, research records, records of inventions, test information, software programs, market surveys, business potential analysis, strategic plans, consultants reports, technical reports and marketing know-how owned by Licensor and used or held for use both in the operation of the Newco Business and in the operation of other businesses of Licensor are not being transferred to Licensee pursuant to the Contribution and Distribution Agreement (collectively and to the extent material to the Newco Business as currently conducted, the “Retained Licensed Technology” and, together with the Retained Licensed Patents, the Retained Licensed Copyrights, the Solaia Patents and the Lemelson Patents, the “Retained Licensed Intellectual Property”); and

WHEREAS, Licensee wishes to use the Retained Licensed Intellectual Property in its operation of the Newco Business, and Licensor, as the owner of the entire right, title and interest in and to the Retained Licensed Intellectual Property, has agreed to license the Retained Licensed Intellectual Property to Licensee for use exclusively in the Newco Business and in each facility and business that is part of the Newco Business, subject to the limitations set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein it is hereby agreed:

SECTION 1. Definitions. Capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to them in the Contribution and Distribution Agreement. “Solaia Patents” means U.S. Patent No. 5,038,318 and all continuations, continuations-in-part, divisionals, reissues and re-examinations based thereon and all corresponding foreign patents related thereto. “Lemelson Patents” means all patents (including reexamination certificates and reissue patents) that have either issued or in the future may issue, in any country of the world with Jerome H. Lemelson as a named inventor, except for those patents identified in Schedule C to this Agreement.

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SECTION 2. Grant. Subject to the terms and conditions set forth in this Agreement, Licensor grants to Licensee (a) a fully paid-up, royalty-free, non-exclusive license to use the Retained Licensed Technology and the Retained Licensed Copyrights in the manufacture, use and sale of any and all products other than fluff and specialty pulp and in administrative and operational services, including finance, human resource and information technology services, provided that Licensee may use the Retained Licensed Technology and the Retained Licensed Copyrights in the manufacture of fluff pulp in the Plymouth facility (but at no other facilities) and in the use and sale of such fluff pulp, (b) a fully paid-up, royalty-free, non-exclusive license to use the Retained Licensed Patents and the Retained Licensed Technology in the manufacture of any and all products at the Kamloops facility (but at no other facilities) and in the use and sale of such products; (c) a fully paid-up, royalty-free, non-exclusive license under any claim of any patent and patent application (other than the patents and patent applications listed as Excluded Assets) owned by Licensor as of the Effective Time to manufacture and sell those products that were commercially manufactured or sold in the operation of the Newco Business during the 18 months prior to the Effective Time in a facility other than Plymouth or Kamloops, and use those processes, that were commercially used in the operation of the Newco Business during the 18 months prior to the Effective Time in a facility other than Plymouth or Kamloops; (d) a fully paid-up, royalty-free, non-exclusive license to use the Solaia Patents, which license is strictly limited to the facilities acquired from Licensor pursuant to the Contribution and Distribution Agreement; and (e) a fully paid-up, royalty-free, non-exclusive right not to have the Lemelson Patents asserted against the Licensee which right is strictly limited to the facilities acquired from Licensor pursuant to the Contribution and Distribution Agreement (collectively the rights granted in (a), (b), (c), (d) and (e) will be referred to as the “License”). This License shall be effective as of the date first above written.

SECTION 3. Ownership. If Licensee makes modifications or improvements to any Retained Licensed Intellectual Property, Licensee will have sole and exclusive ownership of such modifications and improvements. Subject to terms of the Transition Services Agreement, dated as of the date hereof, between Licensor and Licensee, if Licensor makes modifications or improvements to any Retained Licensed Intellectual Property, Licensor will have sole and exclusive ownership of such modifications and improvements.

SECTION 4. Term and Termination. The License granted by Section 2 of this Agreement shall extend (a) for the period during which the Retained Licensed Patents and any renewals thereof are in force with respect to each such Retained Licensed Patents, (b) the period during which the Retained Licensed Copyrights are in force with respect to each such Retained Licensed Copyright, and (c) indefinitely and without time limit with respect to Retained Licensed Technology; provided that, in each of clauses (a), (b) and (c) of this Section 3, (x) this Agreement may be terminated by Licensor in the event Licensee makes or attempts to make an assignment of this Agreement in violation of Section 22 below, and fails to rescind such assignment within 90 days after being notified of such assignment by Licensor, and (y) the License granted by Section 2 with respect to any Retained Licensed Intellectual Property may be terminated by Licensor only with respect to such Retained Licensed Intellectual Property in the event that (i) Licensee grants a sublicense to such Retained Licensed Intellectual Property in violation of Section 22 below, and fails to terminate such grant within 90 days after being notified of such grant by Licensor, or (ii) Licensee uses any such Retained Licensed Intellectual Property at facilities other than as permitted by Section 2, and fails to cease such use within 90 days after being notified of such use by Licensor.

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SECTION 5. Representations and Warranties. Each party represents and warrants to the other party that such party has the legal right, power and authority to enter into and perform its obligations under this Agreement. Licensor represents and warrants that it (a) is the owner of the Retained Licensed Intellectual Property and (b) has granted no other license to use any of the Retained Licensed Intellectual Property that would conflict with the rights granted hereunder.

SECTION 6. No Other Representations and Warranties. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, THE CONTRIBUTION AND DISTRIBUTION AGREEMENT OR ANY ANCILLARY AGREEMENT, (A) LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSE OF ANY RETAINED LICENSED INTELLECTUAL PROPERTY, (B) ALL OF THE RETAINED LICENSED INTELLECTUAL PROPERTY TO BE LICENSED IN ACCORDANCE WITH THIS AGREEMENT, THE CONTRIBUTION AND DISTRIBUTION AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL BE LICENSED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES AS TO THE VALIDITY OR NON-INFRINGEMENT OF THE RETAINED LICENSED INTELLECTUAL PROPERTY AND AS TO THE ADEQUACY OF THE RETAINED LICENSED INTELLECTUAL PROPERTY FOR THEIR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT, THE CONTRIBUTION AND DISTRIBUTION AGREEMENT, ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 7. Registration and Maintenance. (a) Licensor and Licensee will use commercially reasonable efforts to protect the Retained Licensed Technology as trade secrets. Licensor will use commercially reasonable efforts to maintain the Retained Licensed Patents and the Retained Licensed Copyrights (collectively, the “Registerable Intellectual Property”) and all registrations thereof and/or applications therefor. Licensee will execute all documents as are reasonably necessary or expedient to aid in, and will otherwise cooperate at Licensor’s expense with, Licensor’s efforts to prepare, obtain, file, record and maintain all such registrations and applications. (b) To the extent Licensor has not registered any Registerable Intellectual Property, Licensee may, at its own expense, register such Registerable Intellectual Property, in the name of, and on behalf of, Licensor provided that (x) Licensee gives written notice of its intention to register such Registerable Intellectual Property, and (y) within 30 days of such notice, (i) Licensor does not object to Licensee registering such Registerable Intellectual Property or (ii) Licensor fails to register such Registerable Intellectual Property. (c) To the extent Licensor has not maintained or does not intend to maintain any registrations or applications for Registerable Intellectual Property, Licensee may, at its own expense, make such filings as are necessary to maintain any registrations or applications therefor, in the name of, and on behalf of, Licensor. Licensor will give notice to Licensee as soon as it decides not to maintain any such registrations or applications but in any event not less than 60 days before such filings are due. Within 30 days of Licensee’s receipt of such notice, Licensee will give notice to Licensor whether it will or will not make such filings. Licensor will execute all documents as are reasonably necessary or expedient to aid in, and will otherwise cooperate at Licensee’s expense with, Licensee’s efforts to prepare, obtain, file, record and maintain all such registrations and applications.

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SECTION 8. Infringement Actions.

(a) Licensor will from time to time take all steps that it considers (in its sole discretion) necessary to protect Licensor’s and Licensee’s rights in and to the Retained Licensed Intellectual Property (other than the Solaia Patents and the Lemelson Patents), and Licensee agrees forthwith to communicate to Licensor any infringements or misappropriations or threatened infringements or misappropriations of any such rights of Licensor which may come to its notice and, at Licensor’s expense, to do all and any such acts as Licensor may reasonably require for preventing such infringements or misappropriations or threatened infringements or misappropriations. In the event Licensor takes affirmative action against an infringement or misappropriation, Licensee agrees to assist Licensor in whatever manner Licensor reasonably requests, at the expense of Licensor. Recovery of damages resulting from any such action shall be solely for the account of Licensor. Licensee will provide information reasonably requested by Licensor in any infringement or misappropriation action, including in connection with the calculation of damages. Licensee may participate, at its expense, in any action taken by or proceeding instituted by or brought against Licensor through separate counsel of Licensee’s own choosing; provided that Licensor will at all times retain full control over such action.

(b) Licensor will use reasonable efforts to enforce Licensor’s contractual or other confidentiality rights against an individual employee to the extent that such rights relate to an unauthorized disclosure or use of Retained Licensed Technology after the individual has left the employment of Licensor. If, in the case of such an unauthorized disclosure or use of any Retained Licensed Technology by an individual who becomes a former employee of Licensor, Licensee (a) determines to take action against such an individual, whether by commencing a proceeding or otherwise, and (b) requests that Licensor join such action by enforcing Licensor’s rights against such individual, Licensor will enforce such rights and otherwise provide reasonable cooperation to Licensee.

(c) Notwithstanding any limitations on Licensee’s rights to use any of the Retained Licensed Intellectual Property pursuant to Section 2, if (i) a third party is, in the reasonable opinion of Licensee, infringing or misappropriating any of such Retained Licensed Intellectual Property (other than the Solaia Patents and the Lemelson Patents) in a manner that is material to the Newco Business, (ii) Licensee notifies Licensor of such third party activities in accordance with Section 12, and (iii) Licensor does not take affirmative action either to prevent such activities or subject to Section 22, to license to such third party under the Retained Licensed Intellectual Property (other than the Solaia Patents and the Lemelson Patents) required for such activities, then Licensee’s ability to use such Retained Licensed Intellectual Property (other than the Solaia Patents and the Lemelson Patents) is no longer subject to the restrictions set forth in Section 2 on the use of such Retained Licensed Intellectual Property (other than the Solaia Patents and the Lemelson Patents).

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SECTION 9. Indemnification.

(a) Each party (the “Indemnifying Party”) shall indemnify and hold harmless and, at the other party’s sole option, defend, the other party and its affiliates and its and their respective officers, directors, employees, agents, advisers and representatives (the “Indemnified Parties”) from and against any and all claims, demands, liabilities, obligations, taxes, losses, fines, costs, expenses, royalties, litigation, deficiencies or damages (whether absolute, accrued, conditional or otherwise resulting from third-party claims), including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, “Losses”), resulting from or arising out of any claims or actions of third parties based on or arising out of any breach of any representation, warranty, covenant or obligation under this Agreement.

(b) In the event that any Indemnified Party elects to have the Indemnifying Party defend any claim or action of third parties referred to in Section 9(a), (i) such Indemnified Party will so notify the Indemnifying Party in writing, (ii) such Indemnified Party shall have the right to approve the Indemnifying Party’s counsel, which approval shall not unreasonably be withheld, and to obtain its own counsel at such Indemnified Party’s own expense and (iii) the Indemnifying Party shall obtain the approval of such Indemnified Party before entering into any compromise regarding such actions that would impose any liability or obligation on such Indemnified Party, which approval will not be unreasonably withheld. In the event that such Indemnified Party elects to defend any claim or action of third parties referred to in Section 9(a), the Indemnifying Party shall pay all reasonable attorney’s fees and expenses in connection with such defense. If any claim, demand, assessment or liability, or cost incidental thereto, is asserted against an Indemnified Party in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party pursuant to this Section 9, such Indemnified Party will promptly notify the Indemnifying Party in writing. No failure of an Indemnified Party to promptly notify the Indemnifying Party shall relieve the Indemnifying Party from the obligation to indemnify the Indemnified Party unless and to the extent the Indemnifying Party is actually prejudiced by such failure.

SECTION 10. Confidentiality. Each party agrees and will undertake to keep any information regarding the Retained Licensed Intellectual Property or otherwise received under this Agreement confidential and will refrain from disclosing it to any third party, unless (and to the extent) compelled to disclose by judicial or administrative process or, in the opinion of such party’s counsel, by the requirements of applicable law or regulations (including Securities and Exchange Commission rules and regulations), in which case the party seeking to disclose such information will give the other party reasonable advance notice of such disclosure in order to permit the other party to seek an appropriate protective order or to attempt to reach mutual agreement regarding the portions of such information that should be subject to a request for confidential treatment, and except to the extent that such information (a) is required to be disclosed by either party in order to carry out its rights or obligations hereunder, (b) is in the public domain through no fault of the party to which it is furnished, including through prior public disclosure made in accordance with this Section 10, (c) is independently developed by the party to which it is furnished without use of, reference to, or reliance upon, the furnishing party’s information, as evidenced by written documentation, or (d) is later lawfully acquired from other sources (without obligations of confidentiality) by the party hereto to which it is furnished.

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SECTION 11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

SECTION 12. Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five business days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile; provided that the facsimile transmission is promptly confirmed by telephone, (c) when delivered, if delivered personally to the intended recipient and (d) one business day following sending by overnight delivery via a national courier service and, in each case, addressed to a party at the following address for such party:

if to Licensor:

[ ]

Attention: [ ]

Facsimile No.: [ ]

with copies to:

[ ]

Attention: [ ]

Facsimile No.: [ ]

if to Licensee:

[ ]

Attention: [ ]

Facsimile No.: [ ]

with a copy to:

[ ]

Attention: [ ]

Facsimile No.: [ ]

or to such other address(es) as shall be furnished in writing by any such party to the other party to this Agreement in accordance with the provisions of this Section 12.

SECTION 13. Amendments. This Agreement may be amended, modified, superseded or canceled and any of the terms, covenants or conditions hereof may be waived only by an instrument in writing signed by each of the parties hereto or, in the case of a waiver, by or on behalf of the party waiving compliance.

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SECTION 14. Independent Contractors. The parties to this Agreement intend by this Agreement to enter into only a license agreement and this Agreement shall not in any way be deemed to establish any other relation between them. Neither Licensee, on the one hand, nor Licensor, on the other hand, shall be considered a partner, joint venturer, agent or other representative of the other for any purpose whatsoever and neither shall hold itself out as such. Neither Licensee, on the one hand, nor Licensor, on the other hand, nor any employee, officer, director or agent of either shall hold themselves out as an agent of the other party. Nothing in this Agreement shall be construed to grant either party any right or authority to assume or create any obligation on behalf or in the name of the other; to accept summons or legal process for the other; or to bind the other in any manner whatsoever.

SECTION 15. Severability; Enforcement. The invalidity of any portion of this Agreement shall not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

SECTION 16. Integrated Contract; Schedule. This Agreement, including the Schedules hereto, any written amendments to the foregoing satisfying the requirements of Section 13 hereof, the Contribution and Distribution Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the schedules, exhibits and annexes thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the parties with respect to such matters. The Schedules annexed to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any terms used in the Schedules but not otherwise defined therein shall be defined as set forth in this Agreement or the Contribution and Distribution Agreement, as the case may be. There are no restrictions, promises, representations, warranties, agreements or undertakings of any party to this Agreement with respect to the transactions contemplated by this Agreement, the Contribution and Distribution Agreement, the Ancillary Agreements or the Confidentiality Agreement other than those set forth herein or therein or in any other document required to be executed and delivered hereunder or thereunder. In the event of any conflict between the provisions of this Agreement (including the Schedules hereto), on the one hand, and the provisions of the Contribution and Distribution Agreement (including the schedules and exhibits thereto), on the other hand, the provisions of the Contribution and Distribution Agreement shall control.

SECTION 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered, in person, by facsimile or by electronic image scan, receipt acknowledged in each case, to the other party hereto.

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SECTION 18. Governing Law. This Agreement and any disputes arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles.

SECTION 19. Jurisdiction. Each party irrevocably agrees that any legal action, suit or proceeding against them arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York, or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York County and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.

SECTION 20. Service of Process. Each party agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters for which it has submitted to jurisdiction pursuant to Section 19.

SECTION 21. Waiver of Jury Trial. Each party hereby waives to the fullest extent permitted by the laws of the State of New York, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

SECTION 22. Assignment; Sublicense. This Agreement and all rights and obligations of Licensee hereunder may not be assigned by Licensee or subject to a sublicense without the prior written consent of Licensor; provided, however, that Licensee may, without such consent, (a) grant sublicenses of any of the rights granted pursuant to Section 2, in each case to any current or future affiliate of Licensee but only so long as such affiliate remains an affiliate (in which case Licensee shall continue to be bound by the terms of this Agreement), or (b) (i) assign this Agreement to a purchaser or transferee of all or substantially all of the Newco Business or (ii) grant sublicenses of any of the rights granted pursuant to Section 2 for any facility or business that is part of the Newco Business to any purchaser or transferee of all or substantially all of such facility or business; provided that in each case the assignee or sublicensee agrees to be bound by the terms and conditions of this Agreement by executing an acknowledgement in the form and substance acceptable to Licensor. Licensor may not license any of the Retained Licensed Intellectual Property to any Person engaged in Competitive Activities (as defined in the Contribution and Distribution Agreement), including selling goods or services of the type sold by the Newco Business in North America, other than to (i) a current or future affiliate of Licensor or (ii) a purchaser or transferee of all or substantially all of any affiliate or facility of Licensor. Any transfer or other disposition by Licensor of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement and the person or entity acquiring such Retained Licensed Intellectual Property from Licensor shall agree to be bound by the terms and conditions of this Agreement by executing an acknowledgement in form and substance acceptable to Licensee. The term “affiliate” used in this Agreement shall have the meaning given to such term in the Contribution and Distribution Agreement.

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SECTION 23. Effectiveness. Notwithstanding anything to the contrary in this Agreement, this Agreement shall only become effective as of the Closing and shall not become effective if the Closing does not occur.

SECTION 24. Headings. The descriptive headings of the several Sections of this Agreement and the Schedule hereto are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references in this Agreement to “Sections” or “Schedules” shall be deemed to be references to Sections of this Agreement or the Schedules hereto unless otherwise indicated.

[SIGNATURE PAGE IS THE NEXT PAGE]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the date first set forth above.


	[LICENSOR],

	By:
		Name: Title:


	[LICENSEE],

	By:
		Name: Title:

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ARTICLE I
Definitions

ARTICLE II
The Contribution

SECTION 2.01. Transfer of Assets and Assumption of Liabilities between Weyerhaeuser and Newco	13
SECTION 2.02. Newco Assets	14
SECTION 2.03. Newco Liabilities	19
SECTION 2.04. Post-Closing Working Capital Adjustment	22
SECTION 2.05. Documents Relating to Transfers of Newco Assets and Assumption of Newco Liabilities	25
SECTION 2.06. Other Ancillary Agreements	25
SECTION 2.07. The Canadian Asset Sale	26
SECTION 2.08. Disclaimer of Representations and Warranties	26
SECTION 2.09. Governmental Approvals and Consents	27
SECTION 2.10. Separation of Contractual Arrangements	29
SECTION 2.11. Employee Matters	29
SECTION 2.12. Transfer of Newco Equity Interests and Issuance of Spinco Common Stock	30

ARTICLE III
The Distribution

SECTION 3.01. Form of Distribution	32
SECTION 3.02. The Distribution	32
SECTION 3.03. Delivery of Shares of Spinco Common Stock	33
SECTION 3.04. Timing of the Distribution	33

ARTICLE IV
Mutual Releases; Indemnification

SECTION 4.01. Release of Pre-Distribution Claims	34
SECTION 4.02. Indemnification by Weyerhaeuser	35
SECTION 4.03. Indemnification by Spinco	36
SECTION 4.04. Indemnification by Weyerhaeuser Canada and Weyerhaeuser Saskatchewan	36
SECTION 4.05. Indemnification by Newco Canada Exchangeco	37

SECTION 4.06. Indemnification Procedures	38
SECTION 4.07. Indemnification as Sole and Exclusive Remedy	39
SECTION 4.08. Calculation of Indemnity Payments	40
SECTION 4.09. Additional Matters	40

ARTICLE V
Conditions to the Contribution and Distribution

SECTION 5.01. Transaction Agreement	40
SECTION 5.02. Spinco Financing	40

ARTICLE VI
Certain Other Matters

SECTION 6.01. Rights Under Weyerhaeuser Insurance Policies	41
SECTION 6.02. Registration Prior to the Distribution Date	42
SECTION 6.03. Financing Arrangements	42
SECTION 6.04. Enforcement of Confidentiality Agreements	42
SECTION 6.05. Site Separation Requirements	43

ARTICLE VII
Additional Covenants

SECTION 7.01. Agreement for Exchange of Information; Archives	44
SECTION 7.02. Further Assurances	44
SECTION 7.03. No Use of Certain Retained Names	45
SECTION 7.04. Permits	45
SECTION 7.05. Removal of Certain Property	45
SECTION 7.06. Covenant Not to Compete	45
SECTION 7.07. Cooperation with respect to Quarterly Reports	46
SECTION 7.08. Canadian Asset Sale Structure	47

ARTICLE VIII
Termination

SECTION 8.01. Termination by Mutual Consent	47
SECTION 8.02. Other Termination	47
SECTION 8.03. Effect of Termination	47

ARTICLE IX
Miscellaneous

SECTION 9.01. Notices	47
SECTION 9.02. Interpretation	49

SECTION 9.03. Severability	49
SECTION 9.04. Counterparts	50
SECTION 9.05. Entire Agreement	50
SECTION 9.06. Third Party Beneficiaries	50
SECTION 9.07. Governing Law	50
SECTION 9.08. Assignment	50
SECTION 9.09. Enforcement	50
SECTION 9.10. Amendments	51
SECTION 9.11. Expenses	51

WEYERHAEUSER COMPANY,
By:	/s/ Steven R. Rogel
	Name: Steven R. Rogel
	Title: Chairman, President and Chief Executive Officer

WEYERHAEUSER ELI, LLC, By Weyerhaeuser Company, as its sole member,
By:	/s/ Steven R. Rogel
	Name: Steven R. Rogel
	Title: Chairman, President and Chief Executive Officer

Description of Newco Canada Exchangeco Assets and Newco Canada Exchangeco Liabilities	A
Form of Intellectual Property License Agreement	B

WEYERHAEUSER TIA, INC.,
By:	/s/ Steven R. Rogel
	Name: Steven R. Rogel
	Title: President