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EXHIBIT 10.4




FOIA Confidential Treatment Requested




Execution Version




SECOND AMENDED AND RESTATED




PRODUCT DEVELOPMENT AGREEMENT



This SECOND AMENDED AND RESTATED PRODUCT DEVELOPMENT AGREEMENT, dated as of July 7, 2006, 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 (“Toshiba”), and
SanDisk Corporation, a Delaware corporation with a principal place of business at 601 McCarthy
Boulevard, 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 Development
Agreement, dated as of September 10, 2004 (the “Prior Agreement”); and



WHEREAS, Toshiba and SanDisk desire to amend and restate 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	 	“Products” shall mean the NAND Flash Memory devices developed hereunder, including
the NAND Flash Memory devices specified in Exhibit A attached hereto, but excluding Flash
Memory Controllers.
	 
	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 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 the term of this Agreement, including solely developed derivatives of Jointly
Developed Controllers.
	 
	1.6	 	“SanDisk Developed Controller” shall mean a Flash Memory Controller solely developed by
SanDisk during the term of this Agreement, including solely developed derivatives of Jointly
Developed Controllers.
	 
	1.7	 	“Jointly Developed Controller” shall mean a Flash Memory Controller developed by Toshiba and
SanDisk during the term of this Agreement.




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	1.8	 	“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 or
for either Party independently of the Development Projects and owned or controlled by such
Party prior to or during the term of this Agreement, and which shall be deemed reasonably
necessary for the other Party to perform the Development Projects. Background Technology may
be either SanDisk Background Technology or Toshiba Background Technology, as the context
requires.
	 
	1.10	 	“Technology” shall mean all developments, ideas, inventions, Test Technology and other
technical information (whether or not patentable) relating to Products as well as intellectual
property rights relating thereto, including trade secrets, copyrights and maskwork rights, but
specifically excluding Patents.
	 
	1.11	 	“Developed Technology” shall mean Technology solely developed by either Party in the course
of the Development Projects.
	 
	1.12	 	“Jointly Developed Technology” shall mean Technology jointly developed by Toshiba and SanDisk
in the course of the Development Projects.
	 
	1.13	 	“Test Technology” shall mean all developments, ideas, inventions, test programs, test
methods, configured and developed hardware and other technical information (whether or not
patentable) for all stages of product manufacture, as well as intellectual property rights
relating thereto, but specifically excluding Patents, concerning testing of Products and Flash
Memory Controllers.
	 
	1.14	 	“Controller Technology” shall mean all developments, ideas, inventions and technical
information (whether or not patentable) relating to Flash Memory Controllers and intellectual
property rights relating thereto, including, but not limited to, trade secrets, copyrights and
maskwork rights, but specifically excluding Patents.
	 
	1.15	 	“Jointly Developed Controller Technology” shall mean Controller Technology developed by
Toshiba and SanDisk during the term of this Agreement.
	 
	1.16	 	“Developed Controller Technology” shall mean Controller Technology solely developed by either
Party during the term of this Agreement.
	 
	1.17	 	“SanDisk Controllers” shall mean SanDisk Developed Controllers, Jointly Developed
Controllers, SanDisk Developed Controller Technology and Jointly Developed Controller
Technology.
	 
	1.18	 	“SanDisk Products and Technology” shall mean SanDisk Developed Products, SanDisk Background
Technology, SanDisk Developed Technology and SanDisk Controllers.




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	1.19	 	“Toshiba Products and Technology” shall mean Toshiba Developed Products, Toshiba Background
Technology, Toshiba Developed Technology, Toshiba Developed Controller Technology and Toshiba
Developed Controllers.
	 
	1.20	 	“Joint Products and Technology” shall mean Jointly Developed Products and Jointly Developed
Technology.
	 
	1.21	 	“Patents” shall mean all classes of types of patents, utility models (excluding design
patents) and any applications therefor in all countries of the world, which are, now or
hereafter, owned or controlled by either Party hereto.
	 
	1.22	 	“Jointly Developed Patents” shall mean Patents which arise out of the inventions jointly made
by 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 together
with 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 the
date 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’s
or SanDisk’s facilities (such facility or facilities to be determined by the Coordinating
Committee prior to commencement of the applicable Development Project) the Development
Projects specified in Exhibit A in accordance with a development schedule and activity
allocations to be determined by the Coordinating Committee. During the term of this
Agreement, the parties will use reasonable efforts to continually identify and pursue joint
development of new products and Exhibit A may be amended from time to time, in
accordance with the approval of the Coordinating Committee, to reflect such new Development
Projects.
	 
	2.2	 	Each Party shall, from time to time during the term of this Agreement and to the extent
reasonably necessary to perform the Development Projects, provide the other Party with
technical information relating to its Background Technology.




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	2.3	 	Each Party shall, from time to time during the term of this Agreement, provide the other
Party with technical information relating to Jointly Developed Technology and Jointly
Developed Controller Technology.
	 
	2.4	 	A Party that is in possession of Jointly Developed Technology, Jointly Developed Controller
Technology 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 or
for a period of one year thereafter, promptly deliver to the other Party copies of such
information as requested. When requested by either Party, such exchange of information, shall
include test flow conditions and related know-how.
	 
	2.5	 	During the term of this Agreement, upon request by either Party and subject to the
availability of the other Party’s engineers, the other Party shall (i) delegate its qualified
engineers to advise and consult with such requesting Party at the requesting Party’s
facilities or (ii) receive qualified engineers of the requesting Party to train and advise at
its own facilities. The details of such delegation or reception of the engineers shall be
decided by the Coordinating Committee as described in Article 3.
	 
	2.6	 	This Agreement shall not encompass or include products or technology developed jointly or
solely by the parties, utilizing or based on Toshiba NOR flash technology or other Toshiba
non-NAND Flash technologies, or SanDisk NOR flash technology or other SanDisk non-NAND flash
technologies.
	 
	2.7	 	Either Party may propose to disclose (the “Proposing Party”) Jointly Developed
Controller Technology to any Qualified Design House under a written agreement of
confidentiality and non-use, for a period of restriction generally to be discussed and agreed
upon by the Coordinating Committee, but if not so discussed or agreed upon, then for a period
of at least seven years, for the purpose of engaging such Qualified Design House to design a
solely developed Flash Memory Controller for the account of the Proposing Party to be
manufactured and sold by the Proposing Party. Prior to making such disclosure to a Qualified
Design House, the Proposing Party shall give the other Party to this Agreement (the
“Reviewing Party”) the opportunity to jointly develop such product with the Proposing
Party. The opportunity should be presented in detail at a meeting of the Coordinating
Committee and the Reviewing Party will be given a reasonable amount of time to consider the
proposal. If the Reviewing Party accepts the opportunity to enter into such joint
development, 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 which
offers services to design devices similar to Flash Memory Controllers but which does not make
or sell flash memory devices or flash cards.
	 
	2.8	 	Each of Toshiba and SanDisk agree to provide to the other Party certain information relating
to product development, including the information set forth in Exhibit D attached
hereto.





ARTICLE 3. COORDINATING COMMITTEE




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	3.1	 	Immediately after the Effective Date, the Parties shall jointly establish the “Coordinating
Committee” which shall be comprised of six (6) representatives; three (3) of which shall be
appointed by Toshiba and three (3) of which shall be appointed by SanDisk, which appointments
shall have been approved by each of the Parties; provided that such approval shall not be
unreasonably 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 development
projects, including Flash Memory Controller development projects, and projects
considered by either Party for sole development, shall be disclosed to the Coordinating
Committee prior to the start of development;
	 
	 	(b)	 	Reviewing the progress of the Development Projects against the development
schedule and evaluating the Development Projects;
	 
	 	(c)	 	Discussing necessary changes to the scope or the schedules of the Development
Projects and actions to be taken;
	 
	 	(d)	 	Resolving any differences in opinions between the parties which may arise
during 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 any
joint 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 develop
Products or Flash Memory Controllers, shall be made unanimously and shall be set forth in
writing. If any matter is not determined by unanimous consent of the Coordinating
Committee, such matter shall be referred to Management Committee (as defined in the Master
Agreement) for its final decision. In connection with discussing inventorship of patents
pursuant to Section 3.2(f), the parties agree to notify the Coordinating Committee as soon
as possible, but not later than three (3) months after such Party’s knowledge of the filing
date of the particular patent.
	 
	3.3	 	The Coordinating Committee shall have periodical meetings which shall be led by the Technical
Coordinator of both Parties on a quarterly basis, or at such other intervals, alternatively in
the United States and in Japan or such other places as mutually agreed upon by the Technical
Coordinators of each Party. Either Party may invite other of its employees to attend such
meetings.





ARTICLE 4. TECHNICAL COORDINATORS






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Each Party shall designate from time to time its Technical Coordinator from its three members of
the Coordinating Committee to be appointed in accordance with Section 3.1. The Technical
Coordinator shall be responsible for supervision of transmittal and receipt of technical
information hereunder, coordinating the site visits by engineers and coordination of the training
and consultation to be performed hereunder. The incumbent Technical Coordinators for each Party
are as follows:



For Toshiba: [*]



For SanDisk: [*]



ARTICLE 5. COST



Each Party shall bear all costs and expenses incurred by such Party in performing the Development
Projects which will include the salaries of its engineers involved in joint development projects
hereunder. Notwithstanding the foregoing, in order to balance each Party’s cost for Jointly
Developed Products and Jointly Developed Flash Memory Controllers, SanDisk shall share Toshiba’s
direct costs of processing certain wafers to be made for the purpose of such Product design
verification (including mask costs) in the amounts set forth in Exhibit B. If either Party
believes 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 will
discuss in good faith if any appropriate amount of such additional costs is to be shared between
the Parties. Similarly, Toshiba shall share the direct costs of processing certain wafers to be
made for the purpose of Flash Memory Controller verification (including mask costs) and other
material costs related thereto, such as subcontractor fees for packaging and analysis, in a manner
as determined by the Coordinating Committee but conceptually similar to the nature of the expenses
shared 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, upon
request 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 Toshiba
Products and Technology.
	 
	6.2	 	Toshiba Patents shall be and remain the exclusive property of Toshiba, subject to the
licenses granted in accordance with the Patent Cross License Agreement between SanDisk
Corporation and Toshiba Corporation, as amended from time to time, the “Patent
Agreement”).
	 
	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 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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	 	 	hereof. From time to time, upon request of Toshiba, SanDisk shall offer Toshiba, 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 SanDisk Products and Technology.
	 
	6.4	 	SanDisk Patents shall be and remain the exclusive property of SanDisk, subject to the
licenses granted in accordance with the Patent Agreement.
	 
	6.5	 	Any right, title and interest in and to Joint Products and Technology shall be jointly owned
by Toshiba and SanDisk. With the exception that neither Party may sublicense or transfer
Joint Products and Technology without the prior written consent of the other Party, each of
Toshiba and SanDisk has the right to use, fully exploit, disclose or otherwise dispose of such
Joint Products and Technology for any purpose without consent of nor accounting to the other
Party.
	 
	6.6	 	Any right, title and interest in and to Jointly Developed Patents shall be jointly owned by
Toshiba and SanDisk. Each Party shall be free to use such Jointly Developed Patents for any
purpose and shall have the right to grant non-exclusive licenses to any third Party without
the consent of nor accounting to the other Party. Both Parties shall promptly agree on which
of 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 and
maintaining such patents shall be shared equally by the Parties; provided that if one Party
elects not to seek or maintain such patents in any particular country or not to share equally
in the expense thereof, the other Party shall have the right to seek or maintain such patents
in said country at its own expense and shall have full control over the prosecution and
maintenance thereof even though title to any patent issuing thereon shall be joint. The Party
electing not to seek or maintain such patents shall give the other Party any necessary
assistance required for the preparation and prosecution of such patents filed or maintained by
the 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 a
non-exclusive, non-transferable, worldwide and royalty-free license, without the right to
sublicense, to use Toshiba Background Technology provided to SanDisk hereunder to develop,
have developed, make, have made, use, sell, modify and otherwise dispose of Products, SanDisk
Controllers 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 a
non-exclusive, non-transferable, worldwide and royalty-free license, without the right to
sublicense, to use SanDisk Background Technology provided to




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	 	 	Toshiba hereunder to develop, have developed, make, have made, use, sell, modify and
otherwise dispose of Products, Toshiba Developed Controllers and other controller products
not designed or used for file storage.
	 
	7.3	 	Subject to the terms and conditions of this Agreement, SanDisk hereby grants to Toshiba a
non-exclusive, non-transferable, worldwide and royalty-free license, without the right to
sublicense, to make, have made, use, sell, modify and otherwise dispose of any Jointly
Developed 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 designed
by or for SanDisk without consent from or accounting to Toshiba, even if such SanDisk
Controllers 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 Technology
on an “as-is” basis only, and neither makes any warranty or representation with respect to the
Background 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 disposal
of semiconductor products by the other Party using any technical information received
under this Agreement will be free from infringement of patents or any other
intellectual property rights of a third party;
	 
	 	(b)	 	conferring to the other Party any right to use in advertising, publicity or
otherwise any trademark, trade name or names, any contraction, abbreviation or
simulations thereof of either Party;
	 
	 	(c)	 	conferring to the other Party, by implication, estoppel or otherwise, any
license 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 as
otherwise specifically provided herein.





ARTICLE 9. LIMITATION OF LIABILITY



Neither Party shall be responsible to the other Party in respect of any action taken or reliance
upon any information furnished to the other Party under this Agreement, except to the extent of any
breach of the warranties or agreements set forth in this Agreement. IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE OF ANY
KIND, (INCLUDING LOSS OF PROFIT OR DATA) WHETHER OR NOT ADVISED OF THE




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POSSIBILITY OF SUCH LOSS.



ARTICLE 10. CONFIDENTIALITY





	10.1	 	As used in this Agreement, the term “Confidential
Information” shall mean any information
disclosed by one Party (the “disclosing party”) to other Party (the “receiving
party”) pursuant to this Agreement which is in written, graphic, machine readable or other
tangible form and is marked Confidential, Proprietary or in some other manner to indicate its
confidential nature. Confidential Information may also include oral information disclosed by
one Party to the other Party pursuant to this Agreement; provided that such information is
designated in a manner to indicate its confidential nature at the time of disclosure and
reduced to a written summary by the disclosing party within thirty (30) days after its oral
disclosure.
	 
	10.2	 	During the [*] year period following receipt of such information, the receiving
party shall keep, and cause its Subsidiaries, its sublicensees and subcontractors who have
access to Confidential Information as permitted in this Agreement to keep, any Confidential
Information, including but not limited to Background Technology and Developed Technology
provided by the disclosing party hereunder, in strict confidence, and shall not disclose such
Confidential Information to any third party without the prior written consent of the
disclosing party. The receiving party shall maintain the Confidential Information with at
least the same degree of care that the receiving party uses to protect its own strictly
confidential information, but no less than a reasonable degree of care under the
circumstances. Further, the receiving party shall not use the Confidential Information for
any 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 party
without 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 to
any 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 any
restriction 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 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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	 	(f)	 	is disclosed pursuant to applicable laws, regulations or court order, provided
that the receiving party shall give the disclosing party prompt notice of such request
so that the disclosing party has an opportunity to defend, limit or protect such
disclosure.






	10.5	 	Each Party understands that disclosure or dissemination of the other Party’s Confidential
Information, specifically Toshiba Background Technology provided to SanDisk in connection with
the Development Projects, not expressly authorized hereunder would cause irreparable injury to
such other Party, for which monetary damages would not be an adequate remedy and said other
Party shall be entitled to equitable relief in addition to any remedies the other Party may
have hereunder or at law. In the event SanDisk is to enter into any joint development work
with any third party, SanDisk warrants that Toshiba Background Technology provided to SanDisk
in connection with the Development Projects shall neither be used for such joint development
work 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 Technical
Coordinator is informed of and receives in sufficient detail and completeness the Background
and Developed Technology that is exchanged under Article 2. Each Technical Coordinator shall
also monitor within their company the distribution of Confidential Information received from
the other Party only to those who have a need to know and, further, to assist in preventing
the unauthorized disclosure of the Confidential Information to personnel within the company
who do not have a need to know, or to third parties. The Technical Coordinator for each Party
shall maintain pertinent records and the like, and acknowledge the receipt from the other
Party 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 full
force and effect until later of the termination of the FVC-Japan Master Agreement, the FP
Master 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 this
Agreement, then, upon sixty (60) days advanced written notice specifying such failure or
breach, 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) day
period. Termination of this Agreement pursuant to this Section 11.2 shall not relieve the
breaching Party from any liability arising from any breach of this Agreement and such
termination shall be without prejudice to any other rights and remedies of the non-breaching
Party provided at law or in equity, in addition to the rights and remedies set forth in this
Agreement.




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	11.3	 	Either Party shall have the right to terminate this Agreement by giving written notice to the
other Party upon the occurrence of any of the following events:






	 	(a)	 	the filing by the other Party of a voluntary petition in bankruptcy or
insolvency;
	 
	 	(b)	 	any adjudication that such other Party is bankrupt or insolvent;
	 
	 	(c)	 	the filing by such other Party of any legal action or document seeking
reorganization, readjustment or arrangement of its business under any law relating to
bankruptcy or insolvency;
	 
	 	(d)	 	the appointment of a receiver for all or substantially all of the property of
such other Party; or
	 
	 	(e)	 	the making by such other Party of any assignment of whole or substantial assets
for the benefit of creditors.






	 	 	This Agreement shall terminate on the thirtieth (30th) day after such notice of termination
is given.
	 
	11.4	 	In the event of termination or expiration of this Agreement, the rights and licenses granted
to each Party specified in Article 7 shall survive such termination or expiration, except that
if this Agreement is terminated by either Party for any of the events specified in Sections
11.2 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 and
12 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 by
laws of the country of such Party.
	 
	12.2	 	In the event that the Parties will, after the Effective Date, make an announcement regarding
this transaction and their business relationship, such announcement shall be in a mutually
agreeable form and at a mutually agreeable time; provided that any information to be disclosed
and/or announced by either Party shall be identified through consultation with the other Party
and 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 information
disclosed hereunder or direct product thereof to any destination prohibited or restricted by
the export control regulations of Japan or the United States, including the U.S. Export
Administration Regulations, without the prior authorization from the appropriate governmental
authorities. Neither Party will use technical information supplied by the other Party
hereunder for any purpose to develop or




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	 	 	manufacture nuclear, chemical, biological weapons or missiles (hereafter “weapons of mass
destruction”). Each Party agrees that it will not knowingly sell any products manufactured
using the other Party’s technical information to any third party if it knows that the
end-user of the products will use them for the development and/or manufacture of the weapons
of mass destruction.
	 
	12.4	 	The rules of construction and documentary conventions set forth in Appendix A to this
Agreement shall apply to, and are hereby incorporated in, this Agreement.





[signatures next page]




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     IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be executed in
duplicate, as of the date first written above, by their respective duly authorized officers or
representatives.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	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]














 






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Exhibit A




Jointly 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 for
all products to be jointly developed pursuant to this Agreement (e.g. 0.16 micron, 0.13 micron, 90
nanometer and smaller sizes), (ii) whether such products shall use [*] or [*] and (iii) detail
product specifications, such as, but not limited to, voltage operating range [*].



Note 2: The Coordinating Committee shall be responsible for determining development
responsibilities of each Party with respect to jointly developed products.






 




			
	*	 	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.














 










EXHIBIT 10.4




FOIA Confidential Treatment Requested




Execution Version



Note 3: All Products and Flash Memory Controllers jointly developed hereunder shall include the
development of wafer test products. A “wafer test product” is a test system used to test
semiconductor wafers.















 








Execution Version




Exhibit B




SHARING OF WAFER PROCESSING COSTS –

(For Jointly Developed Products and Jointly Developed Controllers)




Jointly Developed Products



[*]




Jointly Developed Controllers



(1) Wafer processing cost associated with Jointly Developed Controllers will be shared by
the parties as determined by the Coordinating Committee in accordance with Section 3.2.






 




			
	*	 	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.














 










Execution Version




Exhibit C




[*]






 




			
	*	 	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.














 










Exhibit D




[*]






 




			
	*	 	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.