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Entry Into a Material Definitive


Item 1.01 Entry Into a Material Definitive Agreement

On October20, 2015, SanDisk Corporation (SanDisk) entered into a New Y2 Facility Agreement (the Agreement) by and among SanDisk, several wholly owned SanDisk subsidiaries, Toshiba Corporation (Toshiba) and their semiconductor manufacturing joint ventures, Flash Partners,Ltd. (Flash Partners), Flash Alliance,Ltd. (Flash Alliance) and Flash Forward,Ltd. (Flash Forward, together with Flash Partners and Flash Alliance, Flash Ventures) setting forth their agreement regarding the construction and operation of a new 300-millimeter wafer fabrication facility in Yokkaichi, Japan, referred to as New Fab 2. The primary purpose of New Fab 2, which is located adjacent to t he fabrication facilities in Yokkaichi currently utilized by Flash Ventures, is to provide cleanroom space to transition the parties current 2-dimensional NAND manufacturing capacity to 3-dimensional NAND (3D NAND) beginning in 2016. The Agreement establishes terms for the manufacture of NAND in New Fab 2 and amends the existing agreements governing Flash Ventures to provide for their use of New Fab 2 and for the manufacture of 3D NAND in the other Yokkaichi fabrication facilities, as well.

Toshiba owns and is funding the construction of New Fab 2. The shell was built in one phase, and the cleanroom is being built in three phases of similar size. Equipment...