AMENDMENT TO NEW MASTER AGREEMENT
THIS AMENDMENT (the “ Amendment ”) to the New Master Agreement (the “ Agreement ”), dated as of April 10, 2002
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 ”), is dated and effective as of
August 13, 2002.
W I T N E S S E T H
WHEREAS, Toshiba and SanDisk desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the parties hereto agree
A G R E E M E N T
1. Amendment to Section 6.03( c) . The last sentence of Section 6.03(c) of the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof.
“(c) … After the capacity expansions described in clauses (i), (ii) and (iii) of the preceding sentence have been achieved,
either Party shall have the one-time option to expand its capacity to manufacture NAND Flash Memory Products; provided ,
that , in no event shall such Party’s capacity exceed [***] of the total aggregate capacity for NAND Flash Memory Products
manufactured and/or purchased by the Parties hereto (such total aggregate capacity to also include SanDisk’s capacity
purchased [***] under Section 6.03-A and, in case of calculation of SanDisk’s capacity only, those capacity purchased [***]
under Section 6.03 (d) hereof), after giving effect to such additional expansion.”
2. Amendment to Section 6.03(d) . Section 6.03(d) of the Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof.
“(d) Notwithstanding anything in this Section 6.03 to the contrary, if SanDisk desires to purchase more than [***] L/M of
NAND [***] in the calend