AMENDED AND RESTATED
COMMON R&D AND PARTICIPATION AGREEMENT
This AMENDED AND RESTATED COMMON R&D AND PARTICIPATION AGREEMENT, dated as of
September 10, 2004, 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" and collectively with Toshiba, the "Parties").
WHEREAS, Toshiba and SanDisk Corporation entered into a Common R&D and Participation Agreement,
dated as of May 9, 2000, which was amended as of April 10, 2002 and which has been modified by
correspondence between SanDisk Corporation and Toshiba (collectively, the "Prior Agreement"); and
WHEREAS, Toshiba and SanDisk desire to amend 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 "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 to be performed at AMC or other Toshiba
facilities to be mutually agreed upon by the parties hereto.
1.4 "Effective Date" shall mean September 10, 2004.
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.
1.6 "Jointly Developed Patents" shall mean patents, utility models (excluding design patents) and any applications
therefor which arise out of the inve