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Exhibit 4.34  


 
 

ASSIGNMENT AGREEMENT    
    


	(1)
	Infineon
Technologies Holding B.V., Rotterdam (the "Issuer"), pursuant to a loan
agreement dated June 2, 2003 (the "Loan Agreement") between the Issuer as lender and Infineon
Technologies AG, Munich ("Infineon Technologies AG"), as borrower, has disbursed to Infineon
Technologies AG the proceeds from the sale of the Notes in an amount of €700,000,000 by way of loan (the  "Loan"). The due dates for
payments under the Loan correspond to the due dates for payments under the
Notes; in the event of an early redemption of Notes the Loan is likewise subject to early repayment in an amount equal to the respective Appertaining Claims (subparagraph (2)); finally, the amount of
the Loan will be reduced in an amount equal to the Appertaining Claim (subparagraph (2)) if the Conversion Right is validly exercised by delivering Notes pursuant to § 8(2) of the
Conditions of Issue of the Notes (the "Conditions").



	(2)
	The
Issuer hereby assigns the claims against Infineon Technologies AG for payment of principal under the Loan Agreement in an amount equal to the aggregate Appertaining Claims to
JPMorgan Chase Bank acting on account of the Noteholders (which expression shall, for the purposes of this Agreement, include any Noteholders under any additional Notes issued by the Issuer under
§ 20 of the Conditions) for purposes of securing the claims for payment of principal of the Notes. Upon such transfer, a partial amount of the Loan (each, an  "Appertaining
Claim") will be attributable to each Note, such partial amount being determined in
accordance with the following formula: 






	 	 	Appertaining	 	 	 	Principal Amount of the Loan
	 	 	Claim	 	=	 	

	 	 	 	 	 	 	Number of Notes





In
respect of each Note, such transfer for security purposes will be subject to the condition subsequent (auflösende Bedingung) of the
redemption of the Note with Appertaining Claim without exercise of the Conversion Right or the cash payment in lieu of delivery of Shares pursuant to § 10 of the Conditions to the
extent the Issuer decides not to deliver in the form of Shares. JPMorgan Chase Bank shall be authorized to accept the transfer on account of the Noteholders. The declarations of the transfer and its
acceptance need not be published. 



	(3)
	JPMorgan
Chase Bank hereby accepts the assignment pursuant to subsection (2).



	(4)
	The
Appertaining Claim related to each Note is undetachable from the relevant Note. Any transfer of a Note results in the transfer of the Appertaining Claim without any explicit
declaration of transfer being required. Any separate disposal, in particular any separate assignment, pledge or other encumbrance of the Appertaining Claim shall be void. In the event of the exercise
of the Conversion Right by delivering Notes the Appertaining Claim shall pass to Infineon Technologies AG and expire therewith.



	(5)
	The
assumption of all rights, liabilities and obligations of Infineon Technologies AG under the Loan Agreement by the New Company by way of a liberating debt assumption
(befreiende Schuldübernahme) within the meaning of §§ 414 et seq. German Civil Code pursuant to the Loan
Agreement and § 13(1) of the Conditions will have no impact on the security assignment except for the fact that the claims upon transfer of the Loan from Infineon Technologies AG to
the New Company will no longer be against Infineon Technologies AG but against the New Company.



	(6)
	Unless
otherwise defined herein, terms used herein and defined in the Loan Agreement or the Conditions shall in this Assignment Agreement have the meaning attributed to them in the
Loan Agreement or the Conditions, as the case may be.



	(7)
	JPMorgan
Chase Bank undertakes to hold the original of this Agreement in custody until the obligations under the Notes and this Assignment Agreement are discharged. 





 
	(8)
	The
rights and obligations under this Assignment Agreement shall be governed exclusively by the laws of the Federal Republic of Germany. Place of performance and place of jurisdiction
shall be Munich, Federal Republic of Germany.



	(9)
	The
German version of this Assignment Agreement shall be the only legally binding version. The English translation is for convenience only. 



Rotterdam,

June 2, 2003

Infineon Technologies Holding B.V. 





Munich,

June 2, 2003

Infineon Technologies AG 





London,

June 2, 2003

JPMorgan Chase Bank 




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ASSIGNMENT AGREEMENT