INTELLECTUAL PROPERTY LICENCE. 2. TOLL NZ LIMITED and TOLL NZ CONSOLIDATED LIMITED and their related companies, and subsidiaries (together "Licensee")

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1 INTELLECTUAL PROPERTY LICENCE AGREEMENT made this 2004 day of PARTIES 1. HER MAJESTY THE QUEEN IN RIGHT OF NEW ZEALAND, acting by and through her Minister of Finance ("Licensor") 2. TOLL NZ LIMITED and TOLL NZ CONSOLIDATED LIMITED and their related companies, and subsidiaries (together "Licensee") THE PARTIES AGREE AS FOLLOWS: 1. INTERPRETATION In this agreement, unless the context otherwise requires: 1.1 Definitions: "Agreement" means this agreement. "Agreement for Sale and Purchase" means the Agreement for Sale and Purchase of Rail Network and Associated Assets dated on or about the date of this Agreement between Licensor and Licensee. "Commencement Date" means the Completion Date as defined in the Agreement for Sale and Purchase. "Intellectual Property" means all Intellectual Property (as defined in the Agreement for Sale and Purchase) but excludes any Intellectual Property Rights contained in any Codes or any Intellectual Property Rights licensed under clause 7.2(a)(ii) of the Common Access Terms (as defined in the National Rail Access Agreement). "Licence" means the non-exclusive licence to use Intellectual Property as set out in clause 2.1 of this Agreement. "National Rail Access Agreement" means the National Rail Access Agreement dated on or about the date of this Agreement between Licensor and Toll NZ Consolidated Limited and any extensions, renewals or replacements of that agreement. "Purpose" means the operation of rail services on the Rail Network by Licensee in accordance with the National Rail Access Agreement.

2 Page 2 "Rail Network" means the construction given to that term as defined in the Agreement for Sale and Purchase. "Term" means the term of this Agreement as set out in clause Interpretation: Clause 1.2 of the Agreement for Sale and Purchase shall apply to this Agreement, with references in such clauses to the Agreement deemed to be references to this Agreement. 2. LICENCE 2.1 In consideration for Licensee having agreed to enter into the Agreement for Sale and Purchase with Licensor and the obligations undertaken by Licensee to Licensor under this Agreement, and provided that Licensee delivers the Intellectual Property to Licensor in accordance with the Agreement for Sale and Purchase, for the Term Licensor grants to Licensee a royalty free, non-exclusive, non-transferable licence to use the Intellectual Property to the extent necessary for the Purpose. 2.2 The Licence is at all times subject to all limitations, restrictions and other defects that existed in Licensee s title or interest in or to, or rights in respect of, the Intellectual Property prior to the transfer of the Intellectual Property to Licensor under the Agreement for Sale and Purchase ( Defects ). Licensor has no liability whatsoever to Licensee for any failure to comply with its obligations under this Agreement arising out of or in connection with any Defect. 3. TERM OF LICENCES: The Licence shall commence on the Commencement Date and shall continue until termination in accordance with clause 4.3.2, or 5 or for so long as the Intellectual Property subsists (whichever is earlier). 4. INTELLECTUAL PROPERTY 4.1 Quality Control and Use: Licensee understands and acknowledges that the Intellectual Property consists of valuable proprietary and confidential information of Licensor. Licensee will treat the Intellectual Property with the same care as if it was the owner of the Intellectual Property and: (a) (b) (c) Shall only use or permit the Intellectual Property to be used for the Purpose; Shall take all reasonable steps necessary to ensure that the Intellectual Property is not made available or disclosed to any third party without Licensor s consent, except as provided in clause 4.1(c); and May allow third parties to use the Intellectual Property provided that Licensee procures such third parties to comply with the

3 Page 3 terms and conditions of this Agreement as if they were Licensee. 4.2 Risk: Licensee shall use the Intellectual Property at its own risk and Licensor provides no warranties and makes no representations in relation to the Intellectual Property (including in relation to any condition or fitness for purpose). 4.3 Infringement Notice: In the event that any infringement, or possible infringement, of any rights in any of the Intellectual Property comes to the notice of either party during the Term, that party shall promptly notify the other party in writing (the Notice ) Licensee use of Intellectual Property: (a) If any claim, suit, action or proceeding (collectively called the "Action") is brought against Licensee on the basis that Licensee s use of the Intellectual Property infringes any proprietary right, Licensee shall in its sole discretion decide what, if any, steps it should take to defend the Action or render the Intellectual Property non-infringing, provided that: (i) before any significant tactical decisions are made in the course of the Action, or any Action is settled, Licensee shall obtain the prior written approval of Licensor (not to be unreasonably withheld); and (ii) Licensee shall keep Licensor informed at all stages of the Action and shall take into account the reasonable requirements of Licensor when conducting any proceedings or negotiations. All steps taken by Licensee under this clause 4.3.2(a) shall be at Licensee's cost. Licensor will provide information and assistance to Licensee in respect of such suspected infringement and/or steps, at Licensee's cost, as reasonably requested by Licensee. (b) If Licensee fails to successfully defend the Action, or render the Intellectual Property non-infringing, within a reasonable period of time from the Notice, Licensor shall be entitled to decide acting reasonably what, if any, steps it should take in relation to the suspected infringement (including, acting reasonably, terminating the Licence in respect of the infringing Intellectual Property by 14 days written notice to Licensee). Licensee will provide information and assistance to Licensor in respect of such suspected infringement and/or steps as reasonably requested by Licensor and

4 Page 4 (subject to, and without limiting, Licensor s rights under the Agreement for Sale and Purchase) Licensor shall reimburse the reasonable costs incurred by Licensee in taking such steps. (c) Licensor shall have no liability whatsoever for any of Licensee s costs, damages, expenses, liabilities, or losses directly or indirectly arising in relation to any Action against Licensee, Licensor, or any third party, including any losses suffered by Licensee due to its inability to use the Intellectual Property due to any Action Licensor or third party use of Intellectual Property: If any Action is brought against Licensor, or any third party, on the basis that Licensor s, Licensee s, or the third party s use of the Intellectual Property infringes any proprietary right, subject to clause 4.4, Licensor shall in its sole discretion decide what, if any, steps should be taken in relation to the suspected infringement (including, acting reasonably, terminating the Licence in respect of the infringing Intellectual Property by 14 days written notice to Licensee). Licensee will provide information and assistance to Licensor in respect of such suspected infringement and/or steps as reasonably requested by Licensor. Subject to, and without limiting, Licensor s rights under the Agreement for Sale and Purchase, Licensor shall reimburse the reasonable costs incurred by Licensee in taking such steps. 4.4 No Transfer: Licensor will at all times during the Term ensure that it retains ownership of, or rights to, the Intellectual Property sufficient to allow Licensee to exercise its Licence, unless assigning its rights and obligations under this Agreement in accordance with the Agreement for Sale and Purchase. 4.5 Improvements: If during the course of the Licence, Licensee comes up with any actual or possible development or improvement in relation to the Intellectual Property, Licensor shall own all right and title to any such development or improvement, whether undertaken by Licensee, or any third party on its behalf. 5. TERMINATION 5.1 Licensor: Licensor has the right to terminate this Agreement where: (a) Licensee has failed to cure a material breach of this Agreement within 90 days of Licensee being notified in writing of the breach; or (b) the National Rail Access Agreement terminates or expires.

5 Page Commercial Steps: Notwithstanding clause 5.1, Licensor will not be entitled to terminate the Agreement under clause 5.1 where Licensee s breach was not wilful or reckless and Licensee has taken all commercial steps which are available to it to prevent the notified breach from recurring and Licensee has compensated Licensor to the extent reasonable for any loss or damage Licensor has suffered as a result of such breach. For the avoidance of doubt, this clause 5.2 shall not limit Licensor s ability to seek damages or other relief or remedies for any breach of this Agreement. 5.3 Effect of Termination: Without limitation, on termination or expiry Licensee (including its contractors and subcontractors) shall, at Licensor s option, either destroy all copies of the Intellectual Property within its possession or control, or deliver all copies of such Intellectual Property to Licensor or a third party nominated by Licensor. 6. ASSIGNMENT AND SUBLICENSING 6.1 Licensee may only assign its rights and obligations under this Agreement to a third party (if any) to whom Licensee has assigned all of its rights and obligations under the National Rail Access Agreement in accordance with clause 20 of the National Rail Access Agreement. 6.2 Subject to clause 4.1(c), no sub-licensing by Licensee of its rights or obligations under this Agreement is permitted without Licensor s prior written consent. 7. MISCELLANEOUS Clauses 17.1 to 17.4 and 17.6 to (Miscellaneous) of the Agreement for Sale and Purchase shall apply to this Agreement, with references in such clauses to the Agreement deemed to be references to this Agreement.

6 Page 6 SIGNED for and on behalf of HER MAJESTY THE QUEEN IN RIGHT OF NEW ZEALAND by her MINISTER OF FINANCE: in the presence of: Signature of witness Full name of witness Address Occupation

7 Page 7 SIGNED for and on behalf of TOLL NZ CONSOLIDATED LIMITED by: SIGNED for and on behalf of TOLL NZ LIMITED by:

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