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SECOND AMENDED AND RESTATED
 COMMON R&D AND PARTICIPATION AGREEMENT
 Toshiba SanDisk Parties
 Prior Agreement
   Article 1. DEFINITIONS
 *
      
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 1




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Appendix A
     Article 2. DEVELOPMENT COLLABORATION
 Exhibit B Development Work provided provided
 Common R&D
Representatives
 2




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*
  Article 3. OWNERSHIP
 provided
 provided
 
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 3




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provided
  Article 4. LICENSE
  provided
  4




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Appendix
A provided however
 Article 5. COMMON R&D EXPENDITURE
   (i)
    
    [*](ii)
    
    [*](iii)
    
    [*]
  (i)
    
    [*](ii)
    
    [*](iii)
    
    [*]
   (i)
    
    [*]
 
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 5




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(ii)
    
    [*](iii)
    
    [*]
  * provided however
    
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 6




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*
 The Wall
Street Journal
 provided however
   
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 7




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Article 6. WARRANTY
       Article 7. LIMITATION OF LIABILITY
  Article 8. CONFIDENTIALITY
  *
 
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions. 8




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provided
  9




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Article 9. TERM AND TERMINATION
          Appendix A provided
 10




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Article 10. GENERAL PROVISIONS
   Appendix A
  11




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Toshiba Corporation
    
    
    
    SanDisk CorporationBy:
    
    
    
    
    
    By:Name:
    
    Masashi Muromachi
    
    
    
    Name:
    
    Eli HarariTitle:
    
    President and CEO
    
    
    
    Title:
    
    Chief Executive OfficerSemiconductor CompanyCorporate Executive Vice President




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EXHIBIT A
 *
       
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions.




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EXHIBIT B
  *
       
 *
    
    Indicates that certain information
contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to
the omitted portions.