JOINT VENTURE RESTRUCTURE AGREEMENT

Joint Venture JV Agreement

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This Joint Venture JV Agreement involves

FLASH ALLIANCE LIMITED | FLASH PARTNERS LIMITED | SANDISK (CAYMAN) LIMITED | SANDISK (IRELAND) LIMITED | TOSHIBA CORPORATION

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Title: JOINT VENTURE RESTRUCTURE AGREEMENT
Governing Law: California Date: 5/7/2009
Industry: Computer Storage Devices Sector: Technology

JOINT VENTURE RESTRUCTURE AGREEMENT, Parties: flash alliance limited , flash partners limited , sandisk (cayman) limited , sandisk (ireland) limited , toshiba corporation

Exhibit 10.1

FOIA Confidential Treatment Requested

Execution Version

JOINT VENTURE RESTRUCTURE AGREEMENT

Dated as of January 29, 2009

by and among

TOSHIBA CORPORATION,

SANDISK (IRELAND) LIMITED,

SANDISK (CAYMAN) LIMITED,

SANDISK CORPORATION,

FLASH PARTNERS LIMITED,

and

FLASH ALLIANCE LIMITED

TABLE OF CONTENTS

		Page
1.	Definitions.	2
2.	Transactions.	4
3.	Capital Equipment Acquisition Transactions	5
4.	Allocation of Capacity to Toshiba	6
5.	Modification of Joint Venture Agreements, Future Technology Transaction and Expansion of Capacity	7
6.	[**]	9
7.	Foundry and [**]	9
8.	Representations and Warranties of Each of the Parties	9
9.	Additional Matters	10
10.	Miscellaneous	11

^* 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.

This JOINT VENTURE RESTRUCTURE AGREEMENT (this “ Agreement ”), dated as of January 29, 2009, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“ Toshiba ”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“ SanDisk Corporation ”), SANDISK (CAYMAN) LIMITED, a company organized under the laws of the Cayman Islands (“ SanDisk Cayman ”) and SANDISK (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“ SanDisk Ireland ,” and collectively with SanDisk Corporation and SanDisk Cayman, “ SanDisk ”), FLASH PARTNERS LIMITED, a tokurei yugen kaisha organized under the laws of Japan (“ FP ”), and FLASH ALLIANCE LIMITED, a tokurei yugen kaisha organized under the laws of Japan (“ FA ” and, together with FP, the “ JVs ” or “ Joint Ventures ” and the Joint Ventures together with SanDisk and Toshiba, the “ Parties ”).

WHEREAS, pursuant to that certain Flash Partners Master Agreement (the “ FP Master Agreement ”) by and among Toshiba, SanDisk Corporation and SanDisk Cayman, dated as of September 10, 2004 and the agreements referenced therein (the “ FP Agreements ”), the Parties have had a collaboration for development and manufacture of Y3 NAND Flash Memory Products (as defined in the FP Agreements);

WHEREAS, pursuant to that certain Flash Alliance Master Agreement (the “ FA Master Agreement ”) by and among Toshiba, SanDisk Corporation and SanDisk Ireland, dated as of July 7, 2006 and the agreements referenced therein (the “ FA Agreements ”), the Parties have had a collaboration for development and manufacture of Y4 NAND Flash Memory Products (as defined in the FA Agreements);

[***]*;

WHEREAS, pursuant to that certain 3D Collaboration Agreement by and between Toshiba and SanDisk Corporation, dated as of June 13, 2008 (the “ 3D Collaboration Agreement ”), the Parties have expanded the collaboration to include 3D Memory Products as that term is defined in the 3D Collaboration Agreement (“ 3D Memory Products ”), and the Patent Cross License Agreement between Toshiba and SanDisk Corporation, dated as of July 30, 1997, as amended (the “ Cross License Agreement ”) (collectively, the FP Agreements, the FA Agreements, [***]*, the 3D Collaboration Agreement and the Cross License Agreement, are from time to time referred to herein as the “ Joint Venture Agreements ”);

WHEREAS, the Parties have entered into a non-binding memorandum of understanding dated as of October 20, 2008 to restructure and amend the Joint Venture Agreements in part and to provide for the acquisition by Toshiba of certain capacity and equipment in connection with the production of NAND Flash Memory Products at the Joint Ventures; and

WHEREAS, in order to realize these goals, the Parties desire to consummate or cause to be consummated the Transactions described in this Agreement and an Equipment Purchase Agreement substantially in the form of the attached Exhibit A (the “ Equipment Purchase Agreement ”), a SanDisk Foundry Agreement substantially in the form of the attached Exhibit B (the “ Foundry Agreement ”) and any other transactions which the Parties may from time to

time consider necessary or appropriate to carry out the intent of the Parties as expressed herein and therein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the Parties hereby agree as follows:

1. Definitions.

1.1	The following capitalized terms used in this Agreement shall have the respective meanings assigned in this Agreement:

Term	Defined In
3D Collaboration Agreement	Recitals
3D Memory Products	Recitals
[**]	Section 5.4(b)
[**]	Section 7.3
Agreement	Heading
[**]	Section 4.1(d)(iii)
[**]	Section 6.1(a)(iii)
[**]	Section 4.1(d)(ii)
Cross License Agreement	Recitals
Equipment	Section 2.1(a)(i)
Equipment Purchase Agreement	Recitals
FA	Heading
FA Agreements	Recitals
FA Master Agreement	Recitals
[**]	Section 5.4(a)(i)
Foundry Agreement	Recitals
FP	Heading
FP Agreements	Recitals
FP Master Agreement	Recitals
Governmental Authority	Section 8.3
[**]	Schedule 4.1(a)
[**]	Section 4.1(a)
[**]	Schedule 4.1(a)
[**]	Recitals
Joint Venture Agreements	Recitals
Joint Ventures	Heading
JV	Heading

[**]	Schedule 4.1(b)(ii)
[**]	Schedule 4.1(b)(i)
[**]	Schedule 4.1(b)(i)
[**]	Schedule 4.1(b)(ii)
Lien	Section 8.3
[**]	Section 4.1(d)(iv)
Parties	Heading
Person	Section 8.3
SanDisk	Heading
SanDisk Cayman	Heading
SanDisk Corporation	Heading
SanDisk Ireland	Heading
[**]	Section 7.2(a)
[**]	Section 7.2(b)
[**]	Section 5.6(a)
Toshiba	Heading
[**]	Schedule 4.1(b)(ii)
[**]	Section 5.2(a)
[**]	Schedule 4.1(b)(i)
[**]	Schedule 4.1(b)(i)
[**]	Schedule 4.1(b)(ii)
[**]	Schedule 4.1(b)(i)
[**]	Section 4.1(d)(i)
Transaction Agreements	Section 2.1(a)
Transactions	Section 2.1(a)
[**]	Section 5.4(a)(ii)
[**]	Section 4.1(d)(i)

1.2

Interpretation . Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, as the context indicates, to be followed by the words “but (is/are) not limited to.” Wherever in this Agreement words indicating the plural number appear, such words will be considered as words indicating the singular number and vice versa where the context indicates the propriety of such use.

1.3	The term “ Rules of Construction and Documentary Convention ” as used in this Agreement means those certain Rules of Construction and Documentary Convention attached to the FP Master Agreement and the FA Master Agreement, as applicable, commencing from Section 2.1 therein.

1.4	The term “ R/W ” as used in this Agreement refers to certain 3D Memory Products and has the meaning set forth in the 3D Collaboration Agreement.

1.5	The term “ NAND ” as used in this Agreement means NAND Flash Memory Products.

1.6	The term [**] as used in this Agreement means (i) the requirements of [**] of the FP Master Agreement, (ii) the requirements of [**] of the FA Master Agreement and (iii) the [**].

1.7	The term “ Y3 Facility ” as used in this Agreement means that facility located at Yokkaichi, Mie, Japan which, following the consummation of the Transactions, shall consist of FP equipment and production and Toshiba equipment and production.

1.8	The term “ Y4 Facility ” as used in this Agreement means that facility located at Yokkaichi, Mie, Japan which, following the consummation of the Transactions, shall consist of FA equipment and production and Toshiba equipment and production.

1.9	Capitalized terms not otherwise set forth in this Section 1 shall have the meanings assigned to them in the Equipment Purchase Agreement, the FP Agreements, the FA Agreements and/or the 3D Collaboration Agreement as the context requires.

2. Transactions.

2.1	Transactions and Deliveries .

(a)

Basic Transactions . Subject to and on the terms and conditions set forth in this Agreement, the Equipment Purchase Agreement, the Foundry Agreement, any amendments to the Joint Venture Agreements including any Joint Venture equipment lease agreements and other agreements signed of even date herewith (collectively, the “ Transaction Agreements ”) the Parties agree to effect the transactions set forth in this Section 2.1 (the “ Transactions ”), all of which shall be considered binding as of, and to occur on, the date hereof unless the date for actual performance is otherwise stipulated:

(i)	Committed Capacity Transfer . Toshiba shall acquire approximately [**] of the current production capacity of each of FP and FA for NAND Memory Products as set forth in Article 4 below; and

(ii)

Toshiba Equipment Purchase . Upon the terms and conditions set forth in the Equipment Purchase Agreement, Toshiba shall acquire owned equipment representing approximately [***]* of the capacity of each of FP and FA and leased equipment representing approximately [***]* of the capacity of each of FP and FA (the “ Equipment ”).

(iii)

Foundry Option . Toshiba and SanDisk shall enter into the Foundry Agreement pursuant to which, until [***]*, SanDisk will have the right to purchase NAND Memory Products on the terms and conditions set forth therein.

(iv)

SanDisk Conversion Option . Subject to Toshiba’s consent, to be granted or withheld at the time of exercise, SanDisk will have the option to cause FP and FA to reacquire a portion of the production capacity and Equipment being transferred to Toshiba pursuant to this Agreement and the Equipment Purchase Agreement, as set forth in Section 7.2 below.

(v)	Amendment to Joint Venture Agreements . The Parties agree that the Joint Venture Agreements are hereby amended to the extent necessary to conform to the provisions set forth herein.

(vi)	Transfer of Additional Capacity to Toshiba . The Parties may, if mutually agreed in [**], effect the transfer to Toshiba of additional capacity and owned equipment as provided in and subject to Section 7.3 .

(vii)

JV Ownership Interest Remains Unchanged . For the avoidance of doubt, nothing in this Agreement shall affect the Parties’ equity interests in each of FP and FA (i.e. 50.1% for Toshiba and 49.9% for SanDisk).

(b)

Deliveries . Each of the relevant Parties agrees to make the following deliveries to the other Parties at the time of the execution of this Agreement:

(i)	Counterpart originals of this Agreement duly executed by each of the Parties as of the date hereof concurrently with the execution of this Agreement;

(ii)	Counterpart originals of the Equipment Purchase Agreement duly executed as of the date hereof concurrently with the execution and delivery of this Agreement; and

(iii)

Counterpart originals of the Foundry Agreement (as provided for in Section 7.1 below) duly executed by the Parties as of the date hereof concurrently with the execution and delivery of this Agreement.

3. Capital Equipment Acquisition Transactions

3.1	Capital Equipment Purchase by Toshiba . Upon the terms and subject to the conditions set forth in the Equipment Purchase Agreement, Toshiba shall acquire the Equipment.

3.2	Use of Proceeds by Joint Ventures . The Pa

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