EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version**SECOND AMENDED AND RESTATED****PRODUCT DEVELOPMENT AGREEMENT**This SECOND AMENDED AND RESTATED PRODUCT DEVELOPMENT AGREEMENT, dated as of July 7, 2006, is madeand entered into by and between Toshiba Corporation, a Japanese corporation with a principal placeof business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (“Toshiba”), andSanDisk Corporation, a Delaware corporation with a principal place of business at 601 McCarthyBoulevard, Milpitas, CA 95035, U. S. A. (“SanDisk,” and collectively with Toshiba, the“Parties”).WHEREAS, Toshiba and SanDisk are parties to that certain Amended and Restated Product DevelopmentAgreement, dated as of September 10, 2004 (the “Prior Agreement”); andWHEREAS, Toshiba and SanDisk desire to amend and restate the Prior Agreement with the effect ofsuperceding the Prior Agreement from and after the date of this Agreement;NOW, THEREFORE, the parties agree as follows:**ARTICLE 1. DEFINITIONS**1.1 “Products” shall mean the NAND Flash Memory devices developed hereunder, includingthe NAND Flash Memory devices specified in Exhibit A attached hereto, but excluding FlashMemory Controllers. 1.2 “ Flash Memory Controller” shall mean any firmware, hardware and/or software that isnecessary to operate a NAND Flash Memory device. 1.3 “Developed Products” shall mean Products solely developed by either Party during the term ofthis Agreement, including solely developed derivatives of Jointly Developed Products; providedhowever, 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 SanDiskduring the term of this Agreement. 1.5 “Toshiba Developed Controller” shall mean a Flash Memory Controller solely developed byToshiba during the term of this Agreement, including solely developed derivatives of JointlyDeveloped Controllers. 1.6 “SanDisk Developed Controller” shall mean a Flash Memory Controller solely developed bySanDisk during the term of this Agreement, including solely developed derivatives of JointlyDeveloped Controllers. 1.7 “Jointly Developed Controller” shall mean a Flash Memory Controller developed by Toshiba andSanDisk during the term of this Agreement.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version1.8 “Development Project” shall mean all development activities undertaken pursuant to Article 2. 1.9 “Background Technology” shall mean the Technology which has been or will be developed by orfor either Party independently of the Development Projects and owned or controlled by suchParty prior to or during the term of this Agreement, and which shall be deemed reasonablynecessary for the other Party to perform the Development Projects. Background Technology maybe either SanDisk Background Technology or Toshiba Background Technology, as the contextrequires. 1.10 “Technology” shall mean all developments, ideas, inventions, Test Technology and othertechnical information (whether or not patentable) relating to Products as well as intellectualproperty rights relating thereto, including trade secrets, copyrights and maskwork rights, butspecifically excluding Patents. 1.11 “Developed Technology” shall mean Technology solely developed by either Party in the courseof the Development Projects. 1.12 “Jointly Developed Technology” shall mean Technology jointly developed by Toshiba and SanDiskin the course of the Development Projects. 1.13 “Test Technology” shall mean all developments, ideas, inventions, test programs, testmethods, configured and developed hardware and other technical information (whether or notpatentable) for all stages of product manufacture, as well as intellectual property rightsrelating thereto, but specifically excluding Patents, concerning testing of Products and FlashMemory Controllers. 1.14 “Controller Technology” shall mean all developments, ideas, inventions and technicalinformation (whether or not patentable) relating to Flash Memory Controllers and intellectualproperty rights relating thereto, including, but not limited to, trade secrets, copyrights andmaskwork rights, but specifically excluding Patents. 1.15 “Jointly Developed Controller Technology” shall mean Controller Technology developed byToshiba and SanDisk during the term of this Agreement. 1.16 “Developed Controller Technology” shall mean Controller Technology solely developed by eitherParty during the term of this Agreement. 1.17 “SanDisk Controllers” shall mean SanDisk Developed Controllers, Jointly DevelopedControllers, SanDisk Developed Controller Technology and Jointly Developed ControllerTechnology. 1.18 “SanDisk Products and Technology” shall mean SanDisk Developed Products, SanDisk BackgroundTechnology, SanDisk Developed Technology and SanDisk Controllers.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version1.19 “Toshiba Products and Technology” shall mean Toshiba Developed Products, Toshiba BackgroundTechnology, Toshiba Developed Technology, Toshiba Developed Controller Technology and ToshibaDeveloped Controllers. 1.20 “Joint Products and Technology” shall mean Jointly Developed Products and Jointly DevelopedTechnology. 1.21 “Patents” shall mean all classes of types of patents, utility models (excluding designpatents) and any applications therefor in all countries of the world, which are, now orhereafter, owned or controlled by either Party hereto. 1.22 “Jointly Developed Patents” shall mean Patents which arise out of the inventions jointly madeby the employees of Toshiba or SanDisk in the course of the Development Projects. 1.23 “Effective Date” shall be July 7, 2006. 1.24 “Agreement” means this Second Amended and Restated Product Development Agreement togetherwith any Exhibits, Schedules, Appendices and Attachments hereto and Appendix A. 1.25 “Master Agreement” shall mean that certain Flash Alliance Master Agreement, dated as of thedate hereof, by and among Toshiba, SanDisk and SanDisk (Ireland) Limited. 1.26 “Appendix A” shall mean the Definitions, Rules of Construction and Documentary Conventions,attached as Appendix A to the Master Agreement. 1.27 “Direct R&D Effective Date” shall mean May 9, 2000.**ARTICLE 2. DEVELOPMENT**2.1 Except as expressed in the Common R&D Agreement, each Party agrees to undertake at Toshiba’sor SanDisk’s facilities (such facility or facilities to be determined by the CoordinatingCommittee prior to commencement of the applicable Development Project) the DevelopmentProjects specified in Exhibit A in accordance with a development schedule and activityallocations to be determined by the Coordinating Committee. During the term of thisAgreement, the parties will use reasonable efforts to continually identify and pursue jointdevelopment of new products and Exhibit A may be amended from time to time, inaccordance with the approval of the Coordinating Committee, to reflect such new DevelopmentProjects. 2.2 Each Party shall, from time to time during the term of this Agreement and to the extentreasonably necessary to perform the Development Projects, provide the other Party withtechnical information relating to its Background Technology.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version2.3 Each Party shall, from time to time during the term of this Agreement, provide the otherParty with technical information relating to Jointly Developed Technology and JointlyDeveloped Controller Technology. 2.4 A Party that is in possession of Jointly Developed Technology, Jointly Developed ControllerTechnology or other technical information, including the items specified in Exhibit C,shall, upon request of the other party made at any time during the term of this Agreement orfor a period of one year thereafter, promptly deliver to the other Party copies of suchinformation as requested. When requested by either Party, such exchange of information, shallinclude test flow conditions and related know-how. 2.5 During the term of this Agreement, upon request by either Party and subject to theavailability of the other Party’s engineers, the other Party shall (i) delegate its qualifiedengineers to advise and consult with such requesting Party at the requesting Party’sfacilities or (ii) receive qualified engineers of the requesting Party to train and advise atits own facilities. The details of such delegation or reception of the engineers shall bedecided by the Coordinating Committee as described in Article 3. 2.6 This Agreement shall not encompass or include products or technology developed jointly orsolely by the parties, utilizing or based on Toshiba NOR flash technology or other Toshibanon-NAND Flash technologies, or SanDisk NOR flash technology or other SanDisk non-NAND flashtechnologies. 2.7 Either Party may propose to disclose (the “Proposing Party”) Jointly DevelopedController Technology to any Qualified Design House under a written agreement ofconfidentiality and non-use, for a period of restriction generally to be discussed and agreedupon by the Coordinating Committee, but if not so discussed or agreed upon, then for a periodof at least seven years, for the purpose of engaging such Qualified Design House to design asolely developed Flash Memory Controller for the account of the Proposing Party to bemanufactured and sold by the Proposing Party. Prior to making such disclosure to a QualifiedDesign House, the Proposing Party shall give the other Party to this Agreement (the“Reviewing Party”) the opportunity to jointly develop such product with the ProposingParty. The opportunity should be presented in detail at a meeting of the CoordinatingCommittee and the Reviewing Party will be given a reasonable amount of time to consider theproposal. If the Reviewing Party accepts the opportunity to enter into such jointdevelopment, the Proposing Party shall not make the disclosure to the Qualified Design House.For the purpose of this section, “Qualified Design House” shall mean a company whichoffers services to design devices similar to Flash Memory Controllers but which does not makeor sell flash memory devices or flash cards. 2.8 Each of Toshiba and SanDisk agree to provide to the other Party certain information relatingto product development, including the information set forth in Exhibit D attachedhereto.**ARTICLE 3. COORDINATING COMMITTEE**
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version3.1 Immediately after the Effective Date, the Parties shall jointly establish the “CoordinatingCommittee” which shall be comprised of six (6) representatives; three (3) of which shall beappointed by Toshiba and three (3) of which shall be appointed by SanDisk, which appointmentsshall have been approved by each of the Parties; provided that such approval shall not beunreasonably withheld. 3.2 The Coordinating Committee shall be responsible for: (a) Determining new Products and Flash Memory Controllers to be jointly developed,including product design and manufacturing specifications. All Product developmentprojects, including Flash Memory Controller development projects, and projectsconsidered by either Party for sole development, shall be disclosed to the CoordinatingCommittee prior to the start of development;  (b) Reviewing the progress of the Development Projects against the developmentschedule and evaluating the Development Projects;  (c) Discussing necessary changes to the scope or the schedules of the DevelopmentProjects and actions to be taken;  (d) Resolving any differences in opinions between the parties which may ariseduring the course of the Development Projects;  (e) Allocation of wafer processing costs as specified in Article 5;  (f) Discussing inventorship of patents conceived by the parties as a result of anyjoint development activity hereunder; and  (g) Any other matters as agreed upon by both parties.  All decisions by the Coordinating Committee, including any decision to jointly developProducts or Flash Memory Controllers, shall be made unanimously and shall be set forth inwriting. If any matter is not determined by unanimous consent of the CoordinatingCommittee, such matter shall be referred to Management Committee (as defined in the MasterAgreement) for its final decision. In connection with discussing inventorship of patentspursuant to Section 3.2(f), the parties agree to notify the Coordinating Committee as soonas possible, but not later than three (3) months after such Party’s knowledge of the filingdate of the particular patent. 3.3 The Coordinating Committee shall have periodical meetings which shall be led by the TechnicalCoordinator of both Parties on a quarterly basis, or at such other intervals, alternatively inthe United States and in Japan or such other places as mutually agreed upon by the TechnicalCoordinators of each Party. Either Party may invite other of its employees to attend suchmeetings.**ARTICLE 4. TECHNICAL COORDINATORS**
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution VersionEach Party shall designate from time to time its Technical Coordinator from its three members ofthe Coordinating Committee to be appointed in accordance with Section 3.1. The TechnicalCoordinator shall be responsible for supervision of transmittal and receipt of technicalinformation hereunder, coordinating the site visits by engineers and coordination of the trainingand consultation to be performed hereunder. The incumbent Technical Coordinators for each Partyare as follows:For Toshiba: [*]For SanDisk: [*]**ARTICLE 5. COST**Each Party shall bear all costs and expenses incurred by such Party in performing the DevelopmentProjects which will include the salaries of its engineers involved in joint development projectshereunder. Notwithstanding the foregoing, in order to balance each Party’s cost for JointlyDeveloped Products and Jointly Developed Flash Memory Controllers, SanDisk shall share Toshiba’sdirect costs of processing certain wafers to be made for the purpose of such Product designverification (including mask costs) in the amounts set forth in Exhibit B. If either Partybelieves there are significant additional costs (beyond direct costs) that should be shared (i.e.other material costs such as subcontractors fees for packaging and analysis), the Parties willdiscuss in good faith if any appropriate amount of such additional costs is to be shared betweenthe Parties. Similarly, Toshiba shall share the direct costs of processing certain wafers to bemade for the purpose of Flash Memory Controller verification (including mask costs) and othermaterial costs related thereto, such as subcontractor fees for packaging and analysis, in a manneras determined by the Coordinating Committee but conceptually similar to the nature of the expensesshared by SanDisk for Products.**ARTICLE 6. OWNERSHIP**6.1 Toshiba Products and Technology shall be and remain the exclusive property of Toshiba,subject to the license granted in accordance with Section 7.1. From time to time, uponrequest of SanDisk, Toshiba shall offer SanDisk, based upon reasonable terms, a non-exclusive,worldwide, non-transferable license, without right to sublicense, to develop, have developed,make, have made, use, sell, modify and otherwise dispose of all or a portion of the ToshibaProducts and Technology. 6.2 Toshiba Patents shall be and remain the exclusive property of Toshiba, subject to thelicenses granted in accordance with the Patent Cross License Agreement between SanDiskCorporation and Toshiba Corporation, as amended from time to time, the “PatentAgreement”). 6.3 SanDisk Products and Technology shall be and remain the exclusive property of SanDisk,subject to the licenses granted in accordance with Sections 7.2 and 7.3 * Indicates that certain informationcontained herein has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect tothe omitted portions.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version  hereof. From time to time, upon request of Toshiba, SanDisk shall offer Toshiba, based uponreasonable terms, a non-exclusive, worldwide, non-transferable license, without right tosublicense, to develop, have developed, make, have made, use, sell, modify and otherwisedispose of all or a portion of the SanDisk Products and Technology. 6.4 SanDisk Patents shall be and remain the exclusive property of SanDisk, subject to thelicenses granted in accordance with the Patent Agreement. 6.5 Any right, title and interest in and to Joint Products and Technology shall be jointly ownedby Toshiba and SanDisk. With the exception that neither Party may sublicense or transferJoint Products and Technology without the prior written consent of the other Party, each ofToshiba and SanDisk has the right to use, fully exploit, disclose or otherwise dispose of suchJoint Products and Technology for any purpose without consent of nor accounting to the otherParty. 6.6 Any right, title and interest in and to Jointly Developed Patents shall be jointly owned byToshiba and SanDisk. Each Party shall be free to use such Jointly Developed Patents for anypurpose and shall have the right to grant non-exclusive licenses to any third Party withoutthe consent of nor accounting to the other Party. Both Parties shall promptly agree on whichof them shall file and prosecute the first patent application and which countries’corresponding applications shall be filed and by whom. All expenses incurred in obtaining andmaintaining such patents shall be shared equally by the Parties; *provided*that if one Partyelects not to seek or maintain such patents in any particular country or not to share equallyin the expense thereof, the other Party shall have the right to seek or maintain such patentsin said country at its own expense and shall have full control over the prosecution andmaintenance thereof even though title to any patent issuing thereon shall be joint. The Partyelecting not to seek or maintain such patents shall give the other Party any necessaryassistance required for the preparation and prosecution of such patents filed or maintained bythe other Party. Jointly Developed Patents shall not be considered “SanDisk Licensed Patents”or “Toshiba Licensed Patents” as defined in the Patent Agreement.**ARTICLE 7. LICENSE**7.1 Subject to the terms and conditions of this Agreement, Toshiba hereby grants to SanDisk anon-exclusive, non-transferable, worldwide and royalty-free license, without the right tosublicense, to use Toshiba Background Technology provided to SanDisk hereunder to develop,have developed, make, have made, use, sell, modify and otherwise dispose of Products, SanDiskControllers and any other controller products designed by or for SanDisk. 7.2 Subject to the terms and conditions of this Agreement, SanDisk hereby grants to Toshiba anon-exclusive, non-transferable, worldwide and royalty-free license, without the right tosublicense, to use SanDisk Background Technology provided to
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version  Toshiba hereunder to develop, have developed, make, have made, use, sell, modify andotherwise dispose of Products, Toshiba Developed Controllers and other controller productsnot designed or used for file storage. 7.3 Subject to the terms and conditions of this Agreement, SanDisk hereby grants to Toshiba anon-exclusive, non-transferable, worldwide and royalty-free license, without the right tosublicense, to make, have made, use, sell, modify and otherwise dispose of any JointlyDeveloped Controllers. 7.4 It is understood that SanDisk has the right to use, fully exploit, disclose, sublicense,transfer or otherwise dispose of SanDisk Controllers and any other controller product designedby or for SanDisk without consent from or accounting to Toshiba, even if such SanDiskControllers or other controller products incorporate any Toshiba Background Technology.**ARTICLE 8. WARRANTY**8.1 Toshiba and SanDisk each provides to the other Party its Background and Developed Technologyon an “as-is” basis only, and neither makes any warranty or representation with respect to theBackground Technology or Developed Technology for any purpose. 8.2 Nothing contained in this Agreement shall be construed as: (a) a warranty or representation that the manufacture, use, sale or other disposalof semiconductor products by the other Party using any technical information receivedunder this Agreement will be free from infringement of patents or any otherintellectual property rights of a third party;  (b) conferring to the other Party any right to use in advertising, publicity orotherwise any trademark, trade name or names, any contraction, abbreviation orsimulations thereof of either Party;  (c) conferring to the other Party, by implication, estoppel or otherwise, anylicense or other right except for the licenses and rights expressly granted hereunder;or  (d) an obligation to furnish any technical information or know-how except asotherwise specifically provided herein.**ARTICLE 9. LIMITATION OF LIABILITY**Neither Party shall be responsible to the other Party in respect of any action taken or relianceupon any information furnished to the other Party under this Agreement, except to the extent of anybreach of the warranties or agreements set forth in this Agreement. IN NO EVENT SHALL EITHER PARTYBE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE OF ANYKIND, (INCLUDING LOSS OF PROFIT OR DATA) WHETHER OR NOT ADVISED OF THE
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution VersionPOSSIBILITY OF SUCH LOSS.**ARTICLE 10. CONFIDENTIALITY**10.1 As used in this Agreement, the term “ConfidentialInformation” shall mean any informationdisclosed by one Party (the “disclosing party”) to other Party (the “receivingparty”) pursuant to this Agreement which is in written, graphic, machine readable or othertangible form and is marked Confidential, Proprietary or in some other manner to indicate itsconfidential nature. Confidential Information may also include oral information disclosed byone Party to the other Party pursuant to this Agreement; *provided*that such information isdesignated in a manner to indicate its confidential nature at the time of disclosure andreduced to a written summary by the disclosing party within thirty (30) days after its oraldisclosure. 10.2 During the [*] year period following receipt of such information, the receivingparty shall keep, and cause its Subsidiaries, its sublicensees and subcontractors who haveaccess to Confidential Information as permitted in this Agreement to keep, any ConfidentialInformation, including but not limited to Background Technology and Developed Technologyprovided by the disclosing party hereunder, in strict confidence, and shall not disclose suchConfidential Information to any third party without the prior written consent of thedisclosing party. The receiving party shall maintain the Confidential Information with atleast the same degree of care that the receiving party uses to protect its own strictlyconfidential information, but no less than a reasonable degree of care under thecircumstances. Further, the receiving party shall not use the Confidential Information forany purpose other than for the Development Projects, except as otherwise provided herein. 10.3 Neither Party shall disclose the terms and conditions of this Agreement to any third partywithout the prior written consent of the other Party. 10.4 The confidentiality obligation set forth in Articles 10.2 and 10.3 above shall not apply toany information which: (a) is already known by the receiving party at the time of disclosure;  (b) is or becomes publicly known through no fault of the receiving party;  (c) is rightfully received by the receiving party from a third party without anyrestriction on disclosure;  (d) is independently developed by the receiving party;  (e) is disclosed with the prior written consent of the disclosing party hereto; or * Indicates that certain information containedherein has been omitted and filed separately with the Securities and ExchangeCommission. Confidential treatment has been requested with respect to theomitted portions.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version (f) is disclosed pursuant to applicable laws, regulations or court order, providedthat the receiving party shall give the disclosing party prompt notice of such requestso that the disclosing party has an opportunity to defend, limit or protect suchdisclosure.10.5 Each Party understands that disclosure or dissemination of the other Party’s ConfidentialInformation, specifically Toshiba Background Technology provided to SanDisk in connection withthe Development Projects, not expressly authorized hereunder would cause irreparable injury tosuch other Party, for which monetary damages would not be an adequate remedy and said otherParty shall be entitled to equitable relief in addition to any remedies the other Party mayhave hereunder or at law. In the event SanDisk is to enter into any joint development workwith any third party, SanDisk warrants that Toshiba Background Technology provided to SanDiskin connection with the Development Projects shall neither be used for such joint developmentwork nor be disclosed to any third party unless expressly otherwise provided hereunder. 10.6 The Technical Coordinator of each Party shall ensure that the other Party’s TechnicalCoordinator is informed of and receives in sufficient detail and completeness the Backgroundand Developed Technology that is exchanged under Article 2. Each Technical Coordinator shallalso monitor within their company the distribution of Confidential Information received fromthe other Party only to those who have a need to know and, further, to assist in preventingthe unauthorized disclosure of the Confidential Information to personnel within the companywho do not have a need to know, or to third parties. The Technical Coordinator for each Partyshall maintain pertinent records and the like, and acknowledge the receipt from the otherParty of all Confidential Information.**ARTICLE 11. TERM AND TERMINATION**11.1 This Agreement shall become effective on the Direct R&D Effective Date and continue in fullforce and effect until later of the termination of the FVC-Japan Master Agreement, the FPMaster Agreement or the Master Agreement, unless earlier terminated as hereinafter provided.The term of this Agreement may be extended by mutual agreement of both parties. 11.2 If either Party fails to perform or breaches any of its material obligations under thisAgreement, then, upon sixty (60) days advanced written notice specifying such failure orbreach, the non-defaulting Party shall have the right to terminate this Agreement forthwith,unless the failure or breach specified in the notice has been cured during the sixty (60) dayperiod. Termination of this Agreement pursuant to this Section 11.2 shall not relieve thebreaching Party from any liability arising from any breach of this Agreement and suchtermination shall be without prejudice to any other rights and remedies of the non-breachingParty provided at law or in equity, in addition to the rights and remedies set forth in thisAgreement.
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version11.3 Either Party shall have the right to terminate this Agreement by giving written notice to theother Party upon the occurrence of any of the following events: (a) the filing by the other Party of a voluntary petition in bankruptcy orinsolvency;  (b) any adjudication that such other Party is bankrupt or insolvent;  (c) the filing by such other Party of any legal action or document seekingreorganization, readjustment or arrangement of its business under any law relating tobankruptcy or insolvency;  (d) the appointment of a receiver for all or substantially all of the property ofsuch other Party; or  (e) the making by such other Party of any assignment of whole or substantial assetsfor the benefit of creditors.  This Agreement shall terminate on the thirtieth (30th) day after such notice of terminationis given. 11.4 In the event of termination or expiration of this Agreement, the rights and licenses grantedto each Party specified in Article 7 shall survive such termination or expiration, except thatif this Agreement is terminated by either Party for any of the events specified in Sections11.2 and 11.3, then the licenses granted to the defaulting Party or the non-terminating Party,as the case may be, shall thereupon terminate. The provisions of Articles 6, 8, 9, 10, 11 and12 shall survive any termination or expiration of this Agreement.**ARTICLE 12. GENERAL PROVISIONS**12.1 Neither Party is required to disclose any information of which disclosure is prohibited bylaws of the country of such Party. 12.2 In the event that the Parties will, after the Effective Date, make an announcement regardingthis transaction and their business relationship, such announcement shall be in a mutuallyagreeable form and at a mutually agreeable time; provided that any information to be disclosedand/or announced by either Party shall be identified through consultation with the other Partyand be agreed upon between the Parties before the disclosure and announcement. 12.3 Neither Party shall export or re-export, directly or indirectly, any technical informationdisclosed hereunder or direct product thereof to any destination prohibited or restricted bythe export control regulations of Japan or the United States, including the U.S. ExportAdministration Regulations, without the prior authorization from the appropriate governmentalauthorities. Neither Party will use technical information supplied by the other Partyhereunder for any purpose to develop or
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EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution Version  manufacture nuclear, chemical, biological weapons or missiles (hereafter “weapons of massdestruction”). Each Party agrees that it will not knowingly sell any products manufacturedusing the other Party’s technical information to any third party if it knows that theend-user of the products will use them for the development and/or manufacture of the weaponsof mass destruction. 12.4 The rules of construction and documentary conventions set forth in Appendix A to thisAgreement shall apply to, and are hereby incorporated in, this Agreement.[signatures next page]
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Execution Version     IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be executed induplicate, as of the date first written above, by their respective duly authorized officers orrepresentatives.             TOSHIBA CORPORATION     SANDISK CORPORATION             By:     By:               Name: Masashi Muromachi   Name: Eli Harari  Title: President and CEO   Title: Chief Executive Officer    Semiconductor Company          Corporate Executive Vice President        [Signature Page to Second Amended and Restated Product Development Agreement]

 
EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution VersionExhibit AJointly Developed Products and Jointly Developed Flash Memory Controllers     1. 256 M NAND Flash Memory     2. 512 M NAND Flash Memory     3. 1 G NAND Flash Memory     4. 2 G NAND Flash Memory     5. 4 G NAND Flash Memory     6. [*]       7. [*]       8. [*]       9. [*]       10. [*]       11. [*]       12. [*]  Note 1: The Coordinating Committee will determine (i) the best process technology to utilize forall products to be jointly developed pursuant to this Agreement (e.g. 0.16 micron, 0.13 micron, 90nanometer and smaller sizes), (ii) whether such products shall use [*] or [*] and (iii) detailproduct specifications, such as, but not limited to, voltage operating range [*].Note 2: The Coordinating Committee shall be responsible for determining developmentresponsibilities of each Party with respect to jointly developed products. * Indicates that certain information containedherein has been omitted and filed separately with the Securities and ExchangeCommission. Confidential treatment has been requested with respect to theomitted portions.

 
EXHIBIT 10.4FOIA Confidential Treatment RequestedExecution VersionNote 3: All Products and Flash Memory Controllers jointly developed hereunder shall include thedevelopment of wafer test products. A “wafer test product” is a test system used to testsemiconductor wafers.

 
Execution VersionExhibit BSHARING OF WAFER PROCESSING COSTS –