SanDisk (NASDAQ: SNDK) announced today that it has signed a definitive agreement with Toshiba to restructure their Flash manufacturing joint ventures operating at the 300-mm Fab 3 and Fab 4. As part of the agreement, more than 20 percent of the joint ventures’capacity will be transferred to Toshiba. The restructuring will result in the transfer of equipment lease obligations from SanDisk to Toshiba and a cash payment to SanDisk for the transfer of certain equipment currently owned by the joint ventures. The total value to SanDisk is approximately 80 billion yen, or approximately $890 million based on current exchange rates. Approximately two-thirds of the total amount will reduce SanDisk’s current equipment lease obligations by about 28% and approximately one-third will be received by SanDisk in cash. The lease transfers and cash payment are expected to be completed by the end of the first calendar quarter of 2009.

SanDisk and Toshiba will remain equal partners for the capacity remaining in the joint ventures. SanDisk will have the option to purchase a part of the transferred capacity from Toshiba on a foundry basis and retains the option to continue to invest up to 50 percent in future Fab 4 expansions and technology transitions in Fab 3 and Fab 4. In addition, the parties will continue their existing joint technology development in advanced NAND and 3D read/write memory.

“We are pleased to sign this definitive agreement with Toshiba which reflects the long-term commitment of both companies to our partnership. This agreement will reduce our capital spending, strengthen our financial position and increase our business flexibility by allowing us to return more rapidly to our desired captive/non-captive supply model. Importantly, this maintains the economies of scale of Fab 3 and Fab 4 for SanDisk and the deep technology and manufacturing cooperation between SanDisk and Toshiba,” said Dr. Eli Harari, Chairman and Chief Executive Officer, SanDisk.

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements about the timing and certainty of the closing of the transactions described herein, the intended benefits to SanDisk of the transactions, including reduced capital spending, strengthened financial position, enhanced business flexibility, increased cash, reduced lease obligations, strengthened balance sheet, decreased capital commitments and an improved balance between captive and non-captive supply, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Risks that may cause these forward-looking statements to be inaccurate include among others: our failure to complete the transaction on the terms set forth in the definitive agreements in a timely manner or at all, the potential that the transfer of the leases contemplated by the definitive agreements may not be approved by the leasing banks, due to a default or otherwise, or the failure of any of the other conditions precedent set forth in the definitive agreements, and the other risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q. SanDisk undertakes no obligation to update any of its forward-looking statements.