**Exhibit 10.1**CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have beenomitted pursuant to a request for confidential treatment and, where applicable,has been marked with an asterisk to denote where omissions have been made. Theconfidential material has been filed separately with the Commission.**LICENSE AND STRATEGIC ALLIANCE AGREEMENT****BETWEEN****LEXAR MEDIA, INC. AND SAMSUNG ELECTRONICS CO., LTD.**     This Patent License and Collaboration Agreement (“Agreement”) is made and entered intoas of October 20, 2005 (the “Effective Date”), by and between Lexar Media, Inc., a Delawarecorporation, on behalf of itself and affiliates (“Lexar”), and Samsung Electronics Co.,Ltd., a corporation of South Korea, on behalf of itself and its subsidiaries and affiliates(“Samsung”).**RECITALS**     A. Whereas, Lexar and Samsung executed a Purchase Agreement dated March 29, 2001(“Purchase Agreement”) and Lexar and Samsung Semiconductor, Inc. executed a Sales Contractdated June 1, 2001 (“Sales Contract”) and Lexar and Samsung executed a Patent LicenseAgreement dated March 23, 2002 (“2002 License Agreement”) pursuant to which Lexar purchasesfrom Samsung certain flash memory and Samsung licenses from Lexar certain patents related to flashproducts. Lexar and Samsung have further executed a Patent License Agreement dated June 30, 2005(“2005 License Agreement”). In October 2005, Samsung/SSI and Lexar were finalizing theterms of a Consignment Contract (“Consignment Agreement”).     B. Whereas, Lexar and Samsung recognize that the licenses granted by Lexar in the 2002 LicenseAgreement and 2005 License Agreement do not cover all products manufactured and sold by Samsung.Lexar and Samsung hereby desire to extend the terms of various business and intellectual property(IP) interests therein the above-mentioned agreements and collaborate on additional IP matters.     NOW, THEREFORE, Lexar and Samsung hereby agree as follows:     1. DEFINITIONS          1.1 All defined terms not specifically defined in this Agreement are as defined in thePurchase Agreement, Sales Contract, Consignment Agreement or 2002 License Agreement, as applicable.     2. GRANT OF ADDITIONAL LICENSE RIGHTS          2.1 Lexar’s License Grant. The parties agree to the following amendments to the 2002License Agreement. Unless otherwise explicitly provided herein, all other terms andconditions of the 2002 License Agreement shall remain unchanged and continue in full force andeffect.
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(A) Section 2.1(d) is amended to read in its entirety as follows:      Subject to Samsung’s compliance with the terms and conditions of this Agreement, duringthe initial five (5) year term of the Purchase Agreement (the “Initial Purchase AgreementTerm”), Lexar covenants not to sue: (i) Samsung or its Affiliates for the manufacture(including Having Manufactured), offer for sale, importation or sale of *; or (ii) anycustomer of Samsung or its Affiliates for the offer for sale, importation or sale of * andsubject to the provisions of Section 2.1(e) hereof.(B) Section 1.25 is amended to read in its entirety as follows:      “Flash Products” means flash storage or controller products including but not limitedto * (as such term is defined in the Purchase Agreement), * (for the avoidance of doubt,*includes *, all as manufactured * and sold *.               2.2 One-Time Payment. In consideration of the additional rights as set forth inSection 2.1, Samsung shall pay Lexar * dollars ($*) as a fully paid-up amount as follows: Samsungshall pay to Lexar by wire transfer * dollars ($*) on each of the following dates: October 21,2005; November 1, 2005; February 1, 2006 and March 15, 2006. These payments are not contingent inany way upon *set out in Section 4 below.               2.3 Taxes. Samsung shall pay any and all national, state, or local excise, sales, use,withholding, value-added, or other taxes or duties imposed by any applicable laws and regulationsin respect of the payments made under this Agreement or otherwise arising out of this Agreement,other than taxes based upon Lexar’s net income. If Samsung pays, on Lexar’s behalf, anywithholding taxes that are required to be paid under applicable law, Samsung will furnish Lexarwith written documentation of such payments, including but not limited to receipts, of any and allsuch taxes paid by Samsung.     3. RENEWAL OF AGREEMENTS               3.1 Effective immediately, the parties hereby agree to extend the Purchase Agreement and SalesContract for an additional five (5) year term.               3.2 The parties further agree to the following amendments or clarifications to the PurchaseAgreement, Consignment Agreement and Sales Contract. Unless otherwise explicitly provided herein,all other terms and conditions of the Purchase Agreement, Consignment Agreement and Sales Contractshall remain unchanged and continue in full force and effect.               (a) The terms “NAND Flash Memory Chips”, “Samsung Products” and “Products” (collectively,“Lexar Flash Purchases”) as used in the Purchase Agreement, Consignment Agreement and SalesContract include * sold by Samsung or its Affiliates *. Lexar shall have the right to purchase *(collectively “*”) from Samsung under the terms and conditionsof the Lexar/Samsung agreements *if and only if**, such as *. In addition, Samsung shall beentitled to *, and such *shall not *. * Materialhas been omitted and filed separately with the Commission.
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          (b) Section 3.1(d) of the Purchase Agreement is amended to read in its entirety as follows:               Provided that Lexar Flash Purchases meet Lexar’s technical requirements, are timelyacknowledged for delivery and are delivered to Lexar and are *, Lexar shall * (however Lexar’sfailure to do so shall not constitute a breach of this Agreement, the Purchase Agreement, the SalesContract or the Consignment Agreement).          (c) The parties further agree that effective as of March 24, 2006, Section 2.1 of the PurchaseAgreement shall be modified such that Samsung shall not be obligated to make available to Lexar anyNAND Flash Memory Chips in excess of * (*%) of Samsung’s Average Monthly Sales (the “CommittedVolume”). Samsung further agrees that in consideration of this change, to the extent that Lexarrequests quantities less than or equal to the Committed Volume, Samsung shall ship such products toLexar in a timely manner according to Lexar’s requests and forecasts, as specified by Lexar and *,and also shall * equal to *. Samsung further agrees not to * unless and until Lexar has receivedits specified forecast shipment. Notwithstanding any provisions herein to the contrary, Samsung’sviolation of the provisions of this paragraph shall be considered a material breach of theAgreement, and upon notice, Samsung shall have twenty (20) days to cure any such breach. UponLexar’s request, Samsung shall provide to Lexar a statement of its Average Monthly Sales and theactual * for each Flash Product sold by Samsung.          3.3 The parties further agree to the following amendments to the 2002 License Agreement.Unless otherwise explicitly provided herein, all other terms and conditions of the 2002 LicenseAgreement shall remain unchanged and continue in full force and effect.          Section 2.1(e) is amended to read in its entirety as follows:          Beginning on March 24, 2006, and subject to Samsung’s compliance with the terms and conditionsof this Agreement, the Purchase Agreement, the Consignment Agreement and the Sales Agreement, Lexargrants to Samsung a * license under all Lexar Intellectual Property Rights * to manufacture, HaveManufactured (*), use, offer for sale, import and sell *. The parties further agree that “LexarIntellectual Property Rights” shall include the Intellectual Property Rights owned by or licensedto Lexar (but, in either case, only Intellectual Property Rights owned by or licensed to Lexarwherein Lexar has the right to grant sublicenses without payment of compensation to any third partyother than Lexar employees), anytime within the tenth anniversary of the Effective Date, in and tothe Lexar Technology. For avoidance of doubt, Lexar Intellectual Property Rights include allrights to patents and application for patents that are issued or filed within the tenth anniversaryof the Effective Date that Lexar owns or is licensed to and has the right to sublicense. Nothing inthis agreement shall be construed as granting a license by Lexar either expressly or impliedly to*. Lexar has no obligation to upgrade or modify the licensed technology that is the subject of thisagreement. Nothing in this Agreement shall be construed as granting either an express or impliedpatent license from Lexar to, or creating any estoppel against Lexar patent claims against, *. Inno event will Samsung extend any *. All rights not expressly licensed herein to Samsung are reserved to Lexar. * Materialhas been omitted and filed separately with the Commission.
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     4. INTELLECTUAL PROPERTY COLLABORATION          4.1 Intellectual Property (IP) Collaboration. During the term of this AgreementSamsung agrees to *. Such * may include, but not be limited to *.          4.2 Grant of *Rights. Subject to Lexar’s agreements with its existinglicensees and Lexar’s own rights to operate under the full scope of *, and Lexar’s right to grantlicenses and/or releases or other rights to *, and subject to the mutual agreement of the parties,Lexar agrees to grant to Samsung * license (“* License”) * (for avoidance of doubt thegrant of right herein specifically provides * (defined below) *, and Samsung shall be solelyentitled to any and all *), under: (i) *, unless otherwise agreed, *, and (ii) * (collectively“*”). In the event any of the *, Samsung has the right to *. Any such * License shall include *Lexar. The parties further agree that for * set out above, Samsung will pay Lexar *, as set forthin Sections 4.2(i) and 4.2(ii) herein, for a total of * dollars ($*).          4.3 Future Collaboration Agreement. Lexar and Samsung agree in good faith to expandthe terms of this Agreement, Purchase Agreement, the Consignment Agreement and Sales Contract toinclude among other things any additional activities associated with the * in Section 4.2 as setforth herein within one (1) year from the Effective Date of this Agreement. Lexar and Samsung alsoagree in good faith to resolve additional details of the supply of the Flash Products within areasonable period following the Effective Date of this Agreement.     5. [INTENTIONALLY OMITTED]     6. TERM AND TERMINATION          6.1 This Agreement, Purchase Agreement, Consignment Agreement and Sales Contract and 2002License Agreement shall terminate on March 22, 2011 (“Expiration Date”).          6.2 Notwithstanding anything to the contrary in this Agreement, the licenses as grantedpursuant to Sections 3.3 and 4.2 shall survive any termination of this Agreement resulting fromLexar’s filing of any bankruptcy proceedings whether voluntary or involuntary. In the event thatany bankruptcy proceeding, voluntary or involuntary, is instituted by or against Lexar: (i) allrights and licenses in intellectual property granted under this Agreement and the 2002 LicenseAgreement by Lexar to Samsung shall be deemed to be licenses of rights to “intellectual property”as defined in §365(n) of the Bankruptcy Code (11 U.S.C. §101 et. seq.); and (ii) upon rejection, ifany, by Lexar, Samsung shall retain and may fully exercise all of its rights under this Agreementand the 2002 License Agreement as provided under §365(n) of the Bankruptcy Code, including withoutlimitation, all rights under the licenses to Lexar Intellectual Property Rights, in accordance withthe terms and conditions of this Agreement and the 2002 License Agreement.     7. GENERAL          7.1 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of California without regard to conflicts of laws rules orprinciples, and excluding the United Nations Convention on Contracts for the InternationalSale of Goods. All actions brought by either party arising under or related to this Agreementshall be brought exclusively in the state and federal courts located in Santa Clara County,California, and the parties hereby irrevocably consent to personal jurisdiction and venue therein. * Materialhas been omitted and filed separately with the Commission.
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          7.2 Assignment. Neither party may assign this Agreement without the prior writtenconsent of the other, except that Lexar may assign or transfer its rights and obligations underthis Agreement in the course of a merger, reorganization or acquisition of Lexar or all orsubstantially all of Lexar’s assets related to this Agreement without consent by Samsung except forthose rights and obligations under Section 4 of this Agreement, the assignment of which requiresconsent by Samsung. Any assignment permitted hereunder will be subject to the written assent ofthe assignee to all of the terms and provisions of this Agreement. Any attempted assignment inderogation of this section will be null and void.          7.3 Modification and Waiver. No modification to this Agreement, nor any waiver of anyrights, will be effective unless assented to in writing by the party to be charged, and the waiverof any breach or default shall not constitute a waiver of any other right hereunder or anysubsequent breach or default.          7.4 Notices. Any required or permitted notices hereunder must be given in writing atthe address of each party set forth below, or to such other address as either party may substituteby written notice to the other in the manner contemplated herein. Notices will be effective uponreceipt.       To Lexar: To Samsung:  Lexar Media, Inc. Samsung Electronics Company, Ltd.  47300 Bayside Parkway San #16, Banwol-Ri, Taean-Eup  Fremont, CA 94538 Hwasung-Si, Gyeonggi-Do, 445-701 Korea  Attention: Legal Department Attention: VP, General Manager, IP Team  Phone: (510) 413-1219 Phone: 82-31-208-7012  Fax: (510) 413-1296 Fax: 82-31 208-7398          7.5 Compliance with Law, including U.S. Export Laws. Each party agrees to comply withall applicable international, national, state, regional and local laws and regulations inperforming its duties hereunder and in any of its dealings with respect to the technicalinformation disclosed hereunder or direct products thereof. Neither party shall export orre-export, directly or indirectly, any technical information disclosed hereunder or direct productsthereof to any destination prohibited or restricted by the export control laws and regulations ofthe United States, including the U.S. Export Administration Regulations, without the priorauthorization from the appropriate governmental authorities.          7.6 Headings. The headings of the Sections of this Agreement are for convenience onlyand will not be of any effect in construing the meanings of the Sections. 
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          7.7 Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich will be deemed an original, but all of which together will constitute one and the sameinstrument.          7.8 Independent Contractors. In performing their respective duties under thisAgreement, each of the parties will be operating as an independent contractor. Nothing containedherein will in any way constitute any association, partnership, or joint venture between theparties hereto, or be construed to evidence the intention of the parties to establish any suchrelationship. Neither party will have the power to bind the other party or incur obligations onthe other party’s behalf without the other party’s prior written consent.          7.9 Severability. In the event that it is determined by a court of competentjurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable,such provision will be enforced as nearly as possible in accordance with the stated intention ofthe parties, while the remainder of this Agreement will remain in full force and effect and bindthe parties according to its terms. To the extent any provision cannot be enforced in accordancewith the stated intentions of the parties, such provisions will be deemed not to be a part of thisAgreement.          7.10 Entire Agreement. The Purchase Agreement, the 2002 License Agreement, theConsignment Agreement, the Sales Contract and this Agreement constitute the entire and exclusiveagreement between the parties hereto with respect to the subject matter hereof and supersede anyprior representations, understandings and agreements between the parties with respect to suchsubject matter. This Agreement may not be modified in any way except by a written instrument, whichspecifically identifies the intended modification and clearly expresses the intention to so changethis Agreement, signed by the parties. To the extent of any conflict or inconsistency between, onthe one hand, the provisions of this Agreement and, on the other hand, the Purchase Agreement, the2002 License Agreement, Consignment Agreement or Sales Contract, the provisions of this Agreementshall prevail.          7.11 Execution. This Agreement may be executed initially by a transmittance of asigned facsimile copy followed by the originals in duplicate.          7.12 Survival. Sections 7.1 and 7.12 shall survive the Expiration Date.     IN WITNESS WHEREOF, Lexar and Samsung have caused this Agreement to be executed by their dulyauthorized representatives as of the Effective Date.   Lexar Media, Inc. Samsung Electronics Co., Ltd.   By: By:   /s/ Eric S. Whitaker /s/ Jay Shim   Eric S. Whitaker Jay Shim   Title: Executive Vice President of Corporate Title: Vice President/Gen. Manager & General Patent   Strategy and General Counsel Counsel   Date: October 25, 2005 October 25, 2005 
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