AND ENVIRONMENTAL INDEMNIFICATION AGREEMENT
This MUTUAL CONTRIBUTION AND ENVIRONMENTAL INDEMNIFICATION AGREEMENT, dated
as of September 10, 2004, is entered into by and among, on one side, Toshiba Corporation, a Japanese
corporation ("Toshiba"), and, on the other side, SANDISK CORPORATION, a Delaware corporation, and
SanDisk International Limited, a company organized under the laws of the Cayman Islands ("SanDisk
International", and collectively with SanDisk Corporation, "SanDisk," and SanDisk together with Toshiba, the
WHEREAS, Toshiba and SanDisk are parties to that certain Flash Partners Master Agreement, dated as of the
date hereof (the "Master Agreement");
WHEREAS, pursuant to the terms of the Master Agreement and other Operative Documents, Flash Partners
Y.K., a Japanese yugen kaisha (the "Company"), will have Y3 NAND Flash Memory Products manufactured at
the Y3 Facility; and
WHEREAS, Toshiba and SanDisk have agreed to mutually contribute to, and indemnify each other and the
Company for, environmental remediation costs or liability resulting from such manufacturing operations as set
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION.
1.1 Master Agreement. Appendix A to the Master Agreement is hereby incorporated into this Agreement.
Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Appendix A.
1.2 Definitions. The following terms used in this Agreement shall have the following respective meanings:
(a) "Environmental Laws" means all Applicable Laws in Japan, including, but not limited to, the Soil
Contamination Control Law (Dojyouosen Taisaku Ho, Law No. 53 of 2002), now or hereafter in effect relating
to the protection of human health, safety, and the environment from emissions, discharges, releases or threatened
releases of pollutants, contaminants (chemical or industrial), toxic or Hazardous Substances or wastes into the