PRODUCT DEVELOPMENT AGREEMENT
This Product Development 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 and SanDisk, concurrently with the execution of this Agreement, are entering into a Master
Agreement dated as of May 9, 2000 among Toshiba, Semiconductor North America, Inc. and SanDisk
concerning, among other things, the development and manufacture of NAND Flash Memory Products (the
"Master Agreement"); and
WHEREAS, Toshiba and SanDisk additionally, and in conjunction with the Master Agreement, have held
discussion regarding the joint development of certain NAND Flash Memory Products and technologies.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties agree
ARTICLE 1. DEFINITIONS
1.1 "Products" shall mean the NAND Flash Memory devices developed hereunder, including, without limitation,
the NAND Flash Memory devices specified in Exhibit A attached hereto, but excluding Flash Memory
1.2 Flash Memory Controller" shall mean any firmware, hardware and/or software that is necessary to operate a
NAND Flash memory device.
1.3 "Developed Products" shall mean Products solely developed by either party during the term of this
Agreement, including without limitation, solely developed derivatives of Jointly Developed Products, provided
however, that Developed Products shall not include cut-downs of Jointly Developed Products.
1.4 "Jointly Developed Products" shall mean Products jointly developed by Toshiba and SanDisk during the term
of this Agreement.
1.5 "Toshiba Developed Controller" shall mean a Flash Memory Controller solely developed by Toshiba during