COMMON R&D AND PARTICIPATION AGREEMENT
This Agreement 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 140 Caspian
Court, Sunnyvale, CA 94089, U. S. A. (hereinafter "SanDisk").
WHEREAS, Toshiba is developing certain manufacturing process technology common to Toshiba semiconductor
products, including NAND Flash Memory Products as defined in Section 2.02 of the Master Agreement among
Semiconductor North America, Inc., Toshiba and SanDisk; and
WHEREAS, SanDisk desires to participate in Toshiba's development of said process technology in order to
enhance a common process technology used in NAND Flash Memory Products;
WHEREAS, it is understood that such enhanced common process technology will be transferred into production
at Toshiba's manufacturing facilities (the Yokkaichi Facility and Dominion Semiconductor L.L.C.) from which
both parties will purchase NAND Flash Memory Products.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties agree
ARTICLE 1. DEFINITIONS
1.1 "Contract Technology" shall mean the manufacturing process technology (with design rules of 0.16(microns),
0.13(microns) * the details of which are set forth in Exhibit A attached hereto) for Toshiba's NAND Flash
1.2 "AMC" shall mean the Advanced Microelectronics Center, Toshiba's development engineering facility
located in Yokohama, Japan.
1.3 "Assignees" 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 below) to be performed at AMC or other
Toshiba facilities to be mutually agreed upon by the parties hereto.
1.4 "Effective Date" shall mean the Closing Date.
1.5 "Solely Developed Pat