Exhibit 10.5 INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (this "Agreement"), is by and between WestRock Company, a Delaware corporation ("Parent"), and Ingevity Corporation, a Delaware corporation ("SpinCo"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a "Party" and collectively as the "Parties". R E C I T A L S WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of even date herewith, (the "Separation Agreement"); WHEREAS, the Separation Agreement sets forth the principal corporate transactions required to effect the Separation; WHEREAS, Parent and SpinCo desire to enter into this Agreement to set forth the terms and conditions pertaining to the allocation of ownership and other rights associated with certain Intellectual Property; and WHEREAS, this Agreement is deemed to be an Ancillary Agreement under the Separation Agreement. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. For the purpose of this Agreement, the following terms shall have the following meanings: 1.1 "Mill Recovery Technology/Intellectual Property" shall mean all Technology, Software and Intellectual Property directed to mill-based recovery processes that generate biorefinery materials. 1.2 "Common Information" shall mean that Information that is related to, but not dedicated to, the SpinCo Assets, the SpinCo Liabilities, the SpinCo Business or the Transferred Entities. 1.3 "Control" or "Controlled" means, with respect to Intellectual Property, that SpinCo or a member of the SpinCo Group owns such Intellectual Property, in whole or in