Common use of Development Collaboration Clause in Contracts

Development Collaboration. 2.1 SanDisk will send, and Toshiba will receive, such number of Assignees as are mutually agreed upon, at AMC or other Toshiba facilities during the term of this Agreement in order for SanDisk to participate in the development work of the Contract Technology as set forth in Exhibit B (the "Development Work"), which may be modified by Toshiba and SanDisk from time to time, and in accordance with the direction of Toshiba; PROVIDED THAT such modification to the Development Work shall not materially affect SanDisk's permitted access to the Contract Technology. For avoidance of doubt, it is agreed by the parties that SanDisk shall not have any right to have access to, and its Assignees shall not have access to, any technical information or data which are not relevant or necessary to perform the Development Work or any technical information or data for which access by Assignees is prohibited by any binding contract of Toshiba and any third party, and that no right or license is granted to SanDisk with respect to said technical information or data. The project managers of SanDisk and Toshiba shall periodically discuss, determine and monitor the details of the Development Work; PROVIDED THAT in case of any dispute between the respective project managers, the manager of Toshiba may determine such details, taking into consideration the reasonable input made by SanDisk. In order to perform the Development Work, Toshiba shall provide the Assignees with sufficient office equipment, including personal computers and telephones. 2.2 SanDisk shall ensure that its Assignees shall comply with the safety, security and all other applicable practices, regulations of Toshiba and specific instructions or directions to be made by Toshiba while such Assignees are in Toshiba's facilities. SanDisk agrees to be responsible for all salaries, benefits, expense reimbursements and other payments to its Assignees and workers insurance for Assignees and shall indemnify and hold Toshiba harmless from any claims against Toshiba arising out of any injury to any Assignee. 2.3 SanDisk shall be responsible for the living, traveling and all other out-of-pocket expenses for its Assignees.

Development Collaboration. 2.1 SanDisk will send, and Toshiba will receive, such number of Assignees SanDisk Personnel as are mutually agreed upon, at AMC or other Toshiba facilities during the term of this Agreement in order for SanDisk to participate in the development work of the Contract Technology as set forth in Exhibit B (the "“Development Work"”), which may be modified by Toshiba and SanDisk from time to time, time and in accordance with the direction of Toshiba, subject to review and discussion by the Common R&D Representatives (as defined below) at the quarterly meetings; PROVIDED THAT provided that such modification to the Development Work shall not materially affect SanDisk's ’s permitted access to the Contract Technology. For avoidance of doubt, it is agreed by the parties Parties that SanDisk shall not have any right to have access to, and its Assignees SanDisk Personnel shall not have access to, any technical information or data which are not relevant or necessary to perform the Development Work or any technical information or data for which access by Assignees SanDisk Personnel is prohibited by any binding contract of Toshiba and any third party, and that no right or license is granted to SanDisk with respect to said technical information or data. The project managers of SanDisk and Toshiba shall periodically discuss, determine and monitor the details of the Development Work; PROVIDED THAT provided that in case of any dispute between the respective project managers, the manager of Toshiba may determine such details, taking into consideration the reasonable input made by SanDisk, subject to review and discussion by the Common R&D Representatives at the quarterly meetings. In order to perform the Development Work, Toshiba shall (at its sole expense) provide the Assignees SanDisk Personnel with sufficient office equipment, including personal computers and telephones. 2.2 Immediately after the Effective Date, each Party shall designate three (3) appropriate individuals who will constitute the Common R&D Representatives (the “Common R&D Representatives”). The Common R&D Representatives will meet regularly (quarterly), to review, discuss and determine direction of NAND future project plans and SanDisk participation in the Development Work. 2.3 SanDisk shall ensure that its Assignees shall SanDisk Personnel comply with the safety, security and all other applicable practices, regulations of Toshiba and specific instructions or directions to be made by Toshiba while such Assignees SanDisk Personnel are in Toshiba's ’s facilities. Except as provided in the Master Agreement, SanDisk agrees to be responsible for all salaries, benefits, expense reimbursements and other payments to its Assignees SanDisk Personnel and workers insurance for Assignees SanDisk Personnel and shall indemnify and hold Toshiba harmless from any claims against Toshiba arising out of any injury to any AssigneeSanDisk Personnel. 2.3 2.4 Except as provided in the FP Master Agreement or Flash Alliance Master Agreement, as applicable, SanDisk shall be responsible for the living, traveling and all other out-of-pocket expenses for its AssigneesSanDisk Personnel. 2.5 The amendment and restatement in Section 7 is conditioned upon Toshiba considering in good faith SanDisk’s requests (i) to provide SanDisk with the opportunity to manage the Common R&D expenditure base (project selection, team development, etc.), (ii) to have SanDisk actively participate in the entire Development Work and (iii) to ensure to the maximum extent practicable the cooperation between SanDisk and Toshiba’s engineering, development and technology teams (e.g. open communication, joint planning of experiments, timely sharing of wafers (for first hand analysis by SanDisk) and Toshiba’s results of wafer testing), it being understood that the final determination regarding such requests is to be made by Toshiba, subject to review and discussion by the Common R&D Representatives at the quarterly meetings. SanDisk shall take appropriate action to preserve the confidentiality of (and restrict the distribution within SanDisk of) the information learned in the course of Development Work or any activities contemplated hereunder. 2.6 [*] 2.7 [*]

Development Collaboration. 2.1 SanDisk will send, and Toshiba will receive, such number of Assignees as are mutually agreed upon, at AMC or other Toshiba facilities during the term of this Agreement in order for SanDisk to participate in the development work of the Contract Technology as set forth in Exhibit B (the "Development Work"), which may be modified by Toshiba and SanDisk from time to time, and in accordance with the direction of Toshiba; PROVIDED THAT provided that such modification to the Development Work shall not materially affect SanDisk's permitted access to the Contract Technology. For avoidance of doubt, it is agreed by the parties that SanDisk shall not have any right to have access to, and its Assignees shall not have access to, any technical information or data which are not relevant or necessary to perform the Development Work or any technical information or data for which access by Assignees is prohibited by any binding contract of Toshiba and any third party, and that no right or license is granted to SanDisk with respect to said technical information or data. The project managers of SanDisk and Toshiba shall periodically discuss, determine and monitor the details of the Development Work; PROVIDED THAT provided that in case of any dispute between the respective project managers, the manager of Toshiba may determine such details, taking into consideration the reasonable input made by SanDisk. In order to perform the Development Work, Toshiba shall shall(at its sole expense) provide the Assignees with sufficient office equipment, including personal computers and telephones. 2.2 SanDisk shall ensure that its Assignees shall comply with the safety, security and all other applicable practices, regulations of Toshiba and specific instructions or directions to be made by Toshiba while such Assignees are in Toshiba's facilities. Except as provided in the Master Agreement, SanDisk agrees to be responsible for all salaries, benefits, expense reimbursements and other payments to its Assignees and workers insurance for Assignees and shall indemnify and hold Toshiba harmless from any claims against Toshiba arising out of any injury to any Assignee. 2.3 Except as provided in the Master Agreement, SanDisk shall be responsible for the living, traveling and all other out-of-pocket expenses for its Assignees. 2.4 The amendment and restatement in Section 5 is conditioned upon (a) Flash Partners' 300 millimeter production beginning [***] and (b) Toshiba considering in good faith SanDisk's requests (i) to provide SanDisk with the opportunity to manage the Common R&D expenditure base (project selection, team development, etc.)