FOUNDRY AGREEMENT

This amended and restated FOUNDRY AGREEMENT (the "Agreement") is made and entered into as of the 28th day of September, 2006 by and between Fujitsu Limited, a corporation organized and existing under the laws of Japan, with a registered office at 1-1, Kamikodanaka 4-chome, Nakahara-ku, Kawasaki 211-8588 Japan ("Fujitsu"); Spansion Inc., a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, Spansion Technology, Inc., a corporation organized and existing under the laws of Delaware ("STI"), with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, and Spansion LLC, a limited liability company organized and existing under the laws of Delaware ("Spansion LLC"), with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, solely in their capacities as guarantors of Spansion's obligations hereunder (collectively "Guarantors"); and Spansion Japan Limited, a corporation organized and existing under the laws of Japan, with a registered office at 1-14 Nisshin-Cho, Kawasaki-ku, Kawasaki-shi, Kana g aw a 210-0024 Japan ("Spansion").

WHEREAS, Fujitsu has agreed to purchase certain assets of Spansion related to Spansion's JV1 and JV2 semiconductor fabrication facilities located in Aizu-Wakamatsu, Japan pursuant to an Asset Purchase Agreement of even date herewith by and among Fujitsu, Spansion and the Guarantors (the "Asset Purchase Agreement");

WHEREAS, in consideration of the foregoing purchase by Fujitsu, and as a condition to Fujitsu's obligation to effect such purchase, Spansion is willing to commit to purchase specified quantities of Spansion's products from Fujitsu, on the terms and conditions set forth in this Agreement; and

WHEREAS, Fujitsu is willing to provide such foundry services to Spansion, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, Fujitsu and Spansion hereby agree as follows:

1. DEFINITIONS

When used in this Agreement, the following capitalized terms shall have the respective meanings set forth below:

1.1 "Affiliates" of a Party means any other person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such Party. The term "control" (including, with correlative meaning, the terms "controlled by" and" under common control with"), as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise. A person or entity shall be deemed an Affiliate of a Party only so long as such control relationship exists. For purposes of this Agreement, Fujitsu and its Affiliates shall not be deemed to be Affiliates of Spansion

1.2 "Agreed Die Yield" is defined in Section 6.1.

1.3 "Asset Purchase Agreement" means the Asset Purchase Agreement dated September 28, 2006 between Fujitsu and Spansion.

1.4 "Background IP Rights" means any Intellectual Property Rights which are (a) owned by Spansion or any of its Affiliates as of the Effective Date, or (b) conceived, developed, written, or otherwise created (other than by any Seconded Employee) or acquired by Spansion or any of its Affiliates on or after the Effective Date.

1.5 "Best Efforts" shall mean the efforts that a prudent Person desiring to achieve a particular result would use in order to achieve such result reasonably expeditiously. An obligation to use "Best Efforts" does not require the Person subject to such obligation to take actions that would result in a materially adverse change in the benefits to such Person under this Agreement.

1.6 "Confidential Information" shall mean information or materials disclosed to a Party by the other Party that are identified as, or provided under circumstances indicating the information or materials are, confidential or proprietary.

1.7 "Development" means any Intellectual Property Rights or Technology conceived, developed, written, or otherwise created by any employees or contractors of a Party, whether solely or jointly with others, after the Effective Date and during the Term, but expressly excluding Background IP Rights. For purposes of this definition and Section 13: (i) all Seconded Employees who are to be transferred to Fujitsu pursuant to Section 3.1 of the Secondment Agreement shall be deemed to be employees of Fujitsu; and (ii) all Seconded Employees who are to return to Spansion pursuant to Section 2 and Section 3.1.2 of the Secondment Agreement shall be deemed to be employees of Spansion.

1.8 "Die" means an individual integrated circuit or components which when completed create an integrated circuit.

1.9 "Effective Date" means the date of the closing of the transactions contemplated by the Asset Purchase Agreement.

1.10 "Equipment Lease Agreement" means the Master Lease Agreement dated September 28, 2006 between Fujitsu and Spansion.

1.11 "Gross Die per Wafer" or "GDW" means the total quantity of Die candidates on each Wafer, whether or not the Die is operational when the Wafer has completed the manufacturing process.

1.12 "Initial Period" is defined in Section 2.1.

1.13 "Intellectual Property Rights" means, on a world-wide basis, any and all now known or existing, or hereafter known or existing, tangible and intangible (a) rights associated with works of authorship, including copyrights, moral rights and mask-works, (b) rights associated with trademarks, service marks, trade names, logos and similar rights, (c) trade secret rights, including rights in know-how and confidential and proprietary information, (d) rights in patents, designs and utility models and other industrial property rights, (e) rights in domain names; (f) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise, and (g) all registrations, applications, renewals, extensions, continuations (including continuations in part), divisions, reexaminations or reissues thereof now or hereafter existing, made or in force (including any rights in any of the foregoing).

1.14 "Jointly Developed Technology" shall have the meaning set forth in Section 13.2.

1.15 "JV1/JV2" shall mean, collectively, the Fujitsu semiconductor fabrication facilities located in Aizu-Wakamatsu, Japan, known as JV1 and JV2.

1.16 "JV3" shall mean the Spansion semiconductor fabrication facilities located in Aizu-Wakamatsu, Japan known as JV3.

1.17 "Net Die per Wafer" or "NDW" means the total quantity of Die on a Wafer that pass the Probe Program applicable to that Wafer.

1.18 "Party" means either of Fujitsu or Spansion, and "Parties" means both Fujitsu and Spansion.

1.19 "Person" shall mean any person or entity, whether an individual, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, other legal entity or governmental authority.

1.20 "Price A" has the meaning set forth on Exhibit H.

1.21 "Price B" has the meaning set forth on Exhibit H.

1.22 "Probe Program" means the specific set of electrical and mechanical tests as set forth in Exhibit C attached hereto which test the electrical operational characteristics for each Die on a Wafer.

1.23 "Process Technology" shall mean the Technology used to manufacture semiconductor wafers, but not any Technology related to integrated circuit design, sort, testing, circuitry or other Technology specific to the integrated circuits being manufactured.

1.24 "Qualified Process" shall mean Spansion's proprietary wafer fabrication processes, excluding (i) sort testing and (ii) any technology related to the circuitry contained within, or the functionality of the Spansion product.

1.25 "Quarter" shall mean the three month accounting period that Spansion uses for financial accounting and reporting purposes.

1.26 "Seconded Employee" has the meaning ascribed to such term in the Secondment and Transfer Agreement dated September 28, 2006, between Fujitsu and Spansion.

1.27 "Secondment Agreement" means that certain Secondment and Transfer Agreement, dated September 28, 2006 by and between Spansion and Fujitsu.

1.28 "Secondment Period" has the meaning ascribed to such term in the Secondment Agreement.

1.29 "Specifications" shall mean the written specifications for Wafers as set forth in Exhibit C attached hereto. Spansion represents that all of the Wafers can be manufactured in conformity with the Specifications at JV1/JV2 using the Qualified Process and the equipment purchased or leased by Fujitsu pursuant to the Asset Purchase Agreement, the Assigned Leases (as defined therein) or the Master Lease Agreement attached to the Asset Purchase Agreement.

"Technology" means all computer software (in source code or object code form), documentation, works of authorship, mask works, know-how, data and data bases, formulas, algorithms, processes, inventions and discoveries (whether or not......

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