ASSET PURCHASE AGREEMENT

Exhibit 10.72

ASSET PURCHASE AGREEMENT

by and between

SPANSION JAPAN LIMITED

and

FUJITSU LIMITED

September 28, 2006

CONFIDENTIAL

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is made as of this 28th day of September, 2006 (the " Agreement ") by and between Spansion Japan Limited, a corporation organized under the laws of Japan (" Seller "), Spansion Inc., a corporation organized under the laws of the State of Delaware ("Spansion U.S."), Spansion Technology Inc., a corporation organized under the laws of the State of Delaware ("STI"), and Spansion LLC, a Delaware limited liability company, solely in their capacities as guarantors of Seller’s obligations hereunder (collectively " Guarantors "), and Fujitsu Limited, a corporation organized under the laws of Japan (" Purchaser ").

RECITALS

Seller owns the semiconductor fabrication facilities described on Schedule 1.1(c) hereto (the " JV1/JV2 Facilities ").

Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser the JV1/JV2 Facilities as well as certain assets located in the JV1/JV2 Facilities, and Purchaser will agree to assume certain obligations and liabilities in connection therewith upon the terms and conditions set forth below.

Capitalized terms used herein that are not otherwise defined shall have the respective meanings set forth in Schedule A attached hereto.

NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements hereinafter set forth, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

AGREEMENT

ARTICLE 1

THE TRANSACTION

1.1 Purchased Assets . Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest in and to the following assets (collectively, the " Purchased Assets "):

(a) Tangible Assets . The machinery, equipment and other tangible assets specifically listed on Schedule 1.1(a) attached hereto and the Inventory (collectively, the " Tangible Assets "); it being understood and agreed that Schedule 1.1(a) is subject to adjustment in accordance with Section 1.2 below;

(b) Equipment Leases . All rights and obligations in, to and under the Assigned Leases;

(c) Real Property . The JV1/JV2 Facilities;

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(d) Documents . All books, records and papers in the possession or control of Seller and that are reasonably necessary for Purchaser to operate the JV1/JV2 Facilities and the Tangible Assets, and to perform the obligations under the Assigned Leases, in substantially the same manner as operated and performed by Seller as of the date of this Agreement (subject to changes in the ordinary course of business) and as of the Closing Date, including real property title documents, user manuals, operating guides, bills of materials, records, maintenance schedules and records, supplier and other vendor ordering information and records, warranties for both materials and equipment purchased and products sold, listings of equipment utilized in the JV1/JV2 Facilities, and all other operational, commercial or technical information solely related to the JV1/JV2 Facilities, the Tangible Assets and the Assigned Leases, it being understood that Seller shall be entitled to retain a copy of all such books, records and papers, but excluding any books, records and papers related to information technology that is provided pursuant to the Services Agreement; and

(e) Assigned Contracts . All rights and obligations in, to and under the contracts (the " Assigned Contracts ") set forth on Schedule 1.1(e) .

1.2 Final Determination of Tangible Assets .

(a) During the 30-day period immediately following the date of this Agreement, Purchaser may, upon reasonable prior notice to Seller, send its employees and representatives to visit the JV1/JV2 Facilities to inspect the equipment, machinery and other Tangible Assets at such location solely for the purpose of confirming that such Tangible Assets, as applicable, meet the qualification standards of Purchaser’s customers and Seller’s customers. Such visits shall be conducted during Seller’s normal working hours. While visiting in the JV1/JV2 Facilities, Purchaser shall at all times fully comply with Seller’s plant rules and regulations provided to Purchaser as well as all reasonable instructions that may be issued by Seller’s employees or personnel accompanying such employees or representatives of Purchaser. Each party shall, at its own expense, indemnify and hold harmless the other party and its employees from and against any and all direct losses or damages without limitation to any of the other party’s property or loss of personal health or life, caused by the indemnifying party’s representatives during any such visit. Seller shall use commercially reasonable efforts to locate and provide any of the information requested by Purchaser in connection with such visits, and Purchaser shall use its commercially reasonable efforts to minimize any disruption to Seller’s business in connection with the conduct of the process contemplated herein. The foregoing 30-day period shall be extended by the amount of time necessary to remedy any failure by Seller to provide access to the JV1/JV2 Facilities and/or to cooperate with Purchaser’s inspection and requests for information as provided above.

(b) At the expiration of the period provided for in subsection (a) above, Schedule 1.1(a) shall be amended as requested by Purchaser, it being understood that any deletions from Schedule 1.1(a) shall be made only as necessary in order for the Tangible Assets to meet qualification standards of Purchaser’s customers and Seller’s customers, and the Parties agree that any such equipment deleted from Schedule 1.1(a) shall be added to the equipment schedule in the Master Lease Agreement and a substantially similar item listed on the equipment schedule in the Master Lease Agreement shall be deleted from such equipment schedule and added to Schedule 1.1(a) , as requested by Purchaser. The Purchase Price provided for in Section 2.1 shall be appropriately adjusted to reflect any such deletions and additions, based on any differences in net book values of the applicable equipment.

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1.3 Excluded Assets . Any provision of this Agreement to the contrary notwithstanding, except for the Purchased Assets, Seller is not transferring and shall not transfer any assets of Seller not identified above (such assets, the " Excluded Assets "), which Excluded Assets are retained by Seller.

1.4 Assumed Liabilities . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall assign, and Purchaser shall assume, the Assumed Liabilities. Thereafter, Purchaser shall pay and discharge all such Assumed Liabilities as and when such Assumed Liabilities become due and owing. For the purposes of this Agreement, the " Assumed Liabilities " shall mean only Liabilities which relate to, arise out of or are incurred in connection with the Purchased Assets on or after the Closing, including the Assigned Leases and the Assigned Contracts, but not including any Excluded Liabilities.

1.5 Excluded Liabilities . Notwithstanding anything to the contrary set forth in this Agreement, except for the Assumed Liabilities, Purchaser is not assuming or agreeing to pay, perform or discharge, and Purchaser shall not be liable for, any contracts, agreements, commitments or Liabilities of Seller whatsoever, including any of the following (collectively, the " Excluded Liabilities "):

(a) except as expressly provided for in Section 2.2(a) below, any Taxes or similar charges that may become payable by Seller by reason of the sale and transfer of the Purchased Assets under any taxing authority or that may be imposed on Seller by reason of Seller’s receipt of the Purchase Price or relief from any of the Assumed Liabilities;

(b) any trade accounts payable, accrued Liabilities or other Liabilities of Seller as of the Closing, whether or not such amounts are known or payable prior to the Closing;

(c) any Liabilities which relate to, arise out of or are incurred in connection with the Purchased Assets, or use, operation or possession thereof, prior to the Closing; and

(d) any Liabilities which relate to, arise out of or are incurred in connection with any claim, litigation or other proceeding threatened or pending before the Closing or initiated after the Closing but based on an act or omission of Seller or any current or former officer, director, employee or agent of Seller acting on Seller’s behalf, or the use, operation or possession of the Purchased Assets, occurring before the Closing.

ARTICLE 2

PURCHASE PRICE; CLOSING

2.1 Purchase Price . Subject to the terms and conditions of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Purchased Assets by Seller to Purchaser and the execution and delivery of the Transaction Agreements by Seller, Purchaser shall deliver to Seller at the Closing an amount equal to [ seventeen billion seventy million three hundred ninety-seven thousand six hundred eighty ( 17,070,397,680) ] Japanese Yen plus the Japanese Yen amount payable by Purchaser to Seller for the Inventory (which shall be calculated as set forth on Schedule 2.1 ) (together, the " Purchase Price "), payable by wire transfer of immediately available funds to Seller’s account as specified by written notice to Purchaser prior to the Closing (" Seller’s Account ").

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2.2 Transfer Taxes; Other Taxes .

(a) Purchaser and Seller shall each be responsible for and shall pay one-half (1/2) of any and all Stamp Tax when due and shall provide each other with documentation of such filings and payments upon written request by the other party. Purchaser shall be responsible for any other Transfer Taxes.

(b) After the Closing, upon reasonable written notice, Seller and Purchaser agree to furnish or cause to be furnished to each other and their Representatives access, during normal business hours, to such information and assistance relating to the Purchased Assets as are reasonably necessary for financial reporting and accounting matters relating to the Purchased Assets, the preparation and filing of any Tax Returns, reports or forms relating to the Purchased Assets, the defense of any Tax or other claim or assessment relating to the Purchased Assets or, in the case of Seller, relating to the operation of the Purchased Assets prior to the Closing, provided, however, that such access and assistance do not unreasonably disrupt the normal operations of Purchaser, in the case of access and assistance given to Seller, or Seller, in the case of access and assistance given to Purchaser.

(c) To the extent not allocated in this Agreement, Seller shall be responsible for and shall promptly pay when due all Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Period. To the extent not allocated in this Agreement, Purchaser shall be responsible for and shall promptly pay when due all Taxes levied with respect to the Purchased Assets attributable to the Post-Closing Period. All such Taxes levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the " Apportioned Obligations ") shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. Upon receipt of any bill for such Taxes relating to the Purchased Assets, Purchaser and Seller shall each present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 2.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 30 days after delivery of such statement. In the event that Purchaser or Seller shall make any payment for which it is entitled to reimbursement under this Section, the applicable party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

2.3 The Closing . The consummation of the Transactions (the " Closing ") will take place at a location to be agreed upon by Purchaser and Seller on April 2, 2007 (Tokyo time), provided all the closing conditions have been met or waived in writing by the Parties, or at such other place, date and time as the Parties mutually agree (the " Closing Date ").

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2.4 Deliveries by Seller . At the Closing, Seller shall (i) take all reasonable steps necessary to place Purchaser in actual possession and operating control of the Purchased Assets and (ii) deliver the following items, duly executed by Seller (and which shall be countersigned by Purchaser, as applicable) all of which shall be in a form and substance reasonably acceptable to Purchaser and Purchaser’s counsel:

(a) Bill of Sale and Assignment and Assumption Agreement . The Bill of Sale and Assignment and Assumption Agreement executed by Seller covering all of the applicable Purchased Assets, substantially in the forms attached hereto as Exhibit A and Exhibit B , respectively.

(b) Ancillary Agreements . The Ancillary Agreements executed by Seller.

(c) Other Conveyance Instruments . Such other specific instruments of sale, transfer, conveyance and assignment, if any, as may be necessary or useful to transfer all right, title and interest in and to the Purchased Assets to Purchaser.

(d) Closing Condition Documents . All the documents provided for in Article 7 below.

2.5 Deliveries by Purchaser . At the Closing, Purchaser shall deliver the following items, duly executed by Purchaser (and which shall be countersigned by Seller, as applicable), all of which shall be in a form and substance reasonably acceptable to Seller and Seller’s counsel:

(a) Wire Transfer . A wire transfer in the amount of the Purchase Price into Seller’s Account.

(b) Ancillary Agreements . The Ancillary Agreements executed by Purchaser.

(c) Assumption Instruments . Such other specific instruments of assumption, if any, as may be necessary for Purchaser to assume the Assumed Liabilities, including the Assignment and Assumption Agreement.

(d) Closing Condition Documents . All other documents provided for in Article 6 below.

2.6 Transfer of Title; Risk of Loss . Legal and equitable title and risk of loss with respect to all of the Purchased Assets shall pass to Purchaser from Seller on transfer of the Purchased Assets on the Closing Date pursuant to, and in accordance with, the terms of this Agreement. Seller’s insurance coverage, if any, for the Purchased Assets will cease as of the Closing.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that the following are true and correct as of the date hereof, except as set forth on Seller’s Disclosure Schedule:

3.1 Organization and Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of Japan.

3.2 Authority; Enforceability . Seller has the requisite corporate power and corporate authority to conduct its business relating to the Purchased Assets as now conducted, to own, lease and operate the Purchased Assets as now owned, leased and operated, and to enter into the Transaction Agreements and to carry out the Transaction. All corporate proceedings required to be taken by Seller to authorize the execution, delivery and performance of the Transaction Agreements and the consummation of the Transaction have been or will be as of the Closing properly taken. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and each of the Ancillary Agreements as of the Closing will have been duly and validly executed and delivered by Seller and will constitute, a valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application affecting enforcement of creditors’ rights generally and rules of law governing specific performance, injunctive relief and other equitable remedies.

3.3 Tangible Assets . Seller holds good and marketable title to all of the Tangible Assets, free and clear of any Liens, except for Permitted Liens. The Tangible Assets are in good operating condition and repair, subject only to ordinary wear and tear, except where the failure to be in such condition would not have, or would not be reasonably expected to have, a Material Adverse Effect. As of the Closing, the Inventory, and to the Knowledge of Seller the raw materials on hand, shall be usable in the ordinary course of business in all material respects. To the Knowledge of Seller, the current use and operation of the Tangible Assets are in compliance in all material respects with all Applicable Laws. Seller has not received any notice of material non-compliance with any Applicable Laws with respect to the possession or operation of the Tangible Assets.

3.4 JV1/JV2 Facilities . Seller holds good and marketable title to, and is in possession of, the JV1/JV2 Facilities, free and clear of any Liens, except for Permitted Title Exceptions. No part of the JV1/JV2 Facilities is subject to any real property lease. To the Knowledge of Seller, the current use and operation of the JV1/JV2 Facilities are in compliance in all material respects with all Applicable Laws (including Environmental Laws and Laws relating to zoning and land use) and public and private covenants and restrictions. Seller has not received any notice of material non-compliance with any Applicable Laws with respect to the possession or operation of the JV1/JV2 Facilities. There is no pending or, to the Knowledge of Seller, threatened condemnation, expropriation, taking or other form of eminent domain proceeding against all or any portion of the JV1/JV2 Facilities. As of the Closing Date, Seller shall have provided to Purchaser true and complete copies of all documents in Seller’s possession or control that evidence title to and ownership of the JV1/JV2 Facilities.

3.5 No Conflict . The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller do not and will not (a) breach, violate or conflict with any provision

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of the charter documents of Seller, as amended to date, (b) conflict with or violate any material law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to Seller or the Purchased Assets, (c) result in the creation or imposition of any Lien on any of the Purchased Assets or (d) prohibit consummation by Seller of the transactions contemplated by the Transaction Agreements. No consent, approval or authorization of or filing with any Governmental Authority, or any other Person, is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby.

3.6 Litigation . There is no Action pending or, to the Knowledge of Seller, threatened against, relating to or affecting (i) the Purchased Assets or (ii) the transactions contemplated by this Agreement and the Ancillary Agreements. There is no judgment, order, writ or decree that relates to or affects the Purchased Assets or Seller’s ability to consummate the Transaction.

3.7 Insurance . Set forth on Section 3.7 of the Seller’s Disclosure Schedule is a list of Seller’s material policies of insurance which insure the Purchased Assets. To the Knowledge of Seller, there are no material claims by Seller pending or threatened with respect to the Purchased Assets under said policies or disputes with underwriters, and all premiums due and payable have been paid and all such policies are in full force and effect in accordance with their respective terms.

3.8 Brokers’ or Finders’ Fees . Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Transaction Agreements or any transaction contemplated by the Transaction Agreements. Seller has not taken any action or entered into any agreement or understanding that will cause Purchaser to incur any of the foregoing liabilities.

3.9 Permits . Seller has obtained all material permits and other authorizations (collectively, " Permits ") necessary for the ownership, operation and use of the Purchased Assets in substantially the same manner as currently owned, operated and used and each Permit is valid and remains in full force and effect. Seller is not in default (nor has Seller failed to comply), nor has Seller received any notice of any claim of default or failure to comply, with respect to any Permit.

3.10 Assigned Leases and Assigned Contracts . Each of the Assigned Leases and Assigned Contracts is in full force and effect and each constitutes a legal, valid and binding agreement of Seller and, to Seller’s Knowledge, of each other party thereto, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application affecting enforcement of creditor’ rights generally and rules of law governing specific performance, injunctive relief and other equitable remedies, and no term or condition thereof has been amended from the form provided to Purchaser. There are no material defaults by Seller under any of its obligations under any of the Assigned Leases or Assigned Contracts and no events have occurred that with the lapse of time or ac