FOIA Confidential Treatment Requested
SECOND AMENDED AND RESTATED
COMMON R&D AND PARTICIPATION AGREEMENT
This SECOND AMENDED AND RESTATED COMMON R&D AND PARTICIPATION AGREEMENT,
dated as of July 7, 2006, is made and entered into by and between Toshiba Corporation, a Japanese corporation
with a principal place of business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (hereinafter “
Toshiba ”), and SanDisk Corporation, a Delaware corporation, with a principal place of business at 601
McCarthy Boulevard, Milpitas, CA 95035, U. S. A. (hereinafter “ SanDisk ” and collectively with Toshiba, the “
WHEREAS, Toshiba and SanDisk Corporation are parties to that certain Amended and Restated Common
R&D and Participation Agreement, dated as of September 10, 2004 (the “ Prior Agreement ”); and
WHEREAS, Toshiba and SanDisk desire to amend and restate the Prior Agreement with the effect of
superceding the Prior Agreement from and after the date of this Agreement.
NOW, THEREFORE, the parties agree as follows:
Article 1. DEFINITIONS
1.1 “Contract Technology” shall mean [ * ].
1.2 “AMC” shall mean the Advanced Microelectronics Center, Toshiba’s development engineering facility
located in Yokohama, Japan.
1.3 “SanDisk Personnel” shall mean SanDisk’s engineers from the technology areas of
process/device/design, assigned to participate in the Development Work (as defined in Section 2.1) to be
performed at AMC or other Toshiba facilities to be mutually agreed upon by the Parties. A written list of such
SanDisk Personnel shall be mutually agreed to by the Common R&D Representatives.
1.4 “Effective Date” shall mean July 7, 2006.
1.5 “Solely Developed Patents” shall mean patents, utility models (excluding design patents) and any
applications therefor which arise out of the inventions made solely by the employees of either Party during the
performance of the Development Work hereunder.