EXHIBIT 10.21

Portions of this document have been omitted pursuant to a request for confidential treatment and such portions have been filed separately with the Securities and
Exchange Commissions. These portions are designated by the symbol ****.

CONFIDENTIAL TREATMENT REQUESTED

DPI DRESDEN EQUIPMENT PURCHASE
AND DPI/IFX SUPPLY AGREEMENT
DATED JULY 1, 2004
AMONG
DUPONT PHOTOMASKS, INC.,
DU PONT PHOTOMASKS GERMANY GMBH AND
INFINEON TECHNOLOGIES AG

DPI Dresden Equipment Purchase and DPI/IFX Supply Agreement (the "Agreement")
by and between
DuPont Photomasks, Inc., a Delaware corporation, with its principal place of business located at 131 Old Settlers Boulevard, Round Rock, Texas 78664, USA
hereinafter referred to as "DPI" -,DuPont Photomasks Germany GmbH, a German limited liability company having its registered seat at Raehnitzer Allee 9, 01109 Dresden, Germany
hereinafter referred to as "DPI Germany" -,and Infineon Technologies AG, a corporation organized and existing under the laws of Germany having its registered seat in Munich, Germany, with its principle place of business at
St. Martin Str. 53, 81669 Munich, Germanyhereinafter referred to as "IFX"

** Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has
been filed with the Securities and Exchange Commission. **

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1.     PREAMBLES



2.     DEFINITIONS, CONSTRUCTION



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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3.     DPI DRESDEN



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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4.     EQUIPMENT



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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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5.     FINANCIAL TERMS



Calendar Year

2002

2003

2004

2005

2006

2007

2008Million US $Payment

10

10

10

10

10



3.5




**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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6.     SUPPLY OF PRODUCTS





**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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7.     INDEMNIFICATION AND LIMITATION ON LIABILITY



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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8.     TERM



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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9.     CONFIDENTIALITY



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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10.   RELATIONSHIP MANAGEMENT



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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11.   APPLICABLE LAW, DISPUTE RESOLUTION /ARBITRATION



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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12.   GOVERNMENT APPROVALS AND COMPLIANCE

The Parties will comply with all federal, state, local and foreign laws, rules and regulations applicable to the performance of this Agreement and the Products,
including, but not limited to, all exports and customs laws related to Products and technical data.

13.   REPRESENTATIONS AND WARRANTIES



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14.   RESTRICTIONS ON IFX BUSINESS ACTIVITIES



**
Confidential treatment has been requested for the portions of this agreement marked by asterisks. Omitted materials for which confidential treatment has been requested has been filed with the
Securities and Exchange Commission. **

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15.   OTHER AGREEMENTS



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16.   GUARANTEE BY DPI

DPI guarantees the obligations of DPI Germany under this Agreement and assumes corresponding direct and binding obligations
vis-à-vis IFX and its Affiliates and Special Affiliates.

17.   MISCELLANEOUS



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18.   NOTICES



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19.   LANGUAGE

This Agreement and each Ancillary Agreement, including all exhibits hereto and thereto, is in English, and all exchanges relating to this Agreement and each
Ancillary Agreement shall be in English. Should any document relating to this Agreement or any Ancillary Agreement be written in another language, the English version shall prevail in case of
ambiguity.

20.   COMPLETE UNDERSTANDING

The Agreement supersedes all prior communications, oral or written, understandings and agreements between the Parties relating to the negotiations contemplated
herein and all prior agreements regarding the subject matters hereof (including, without limitation, the Umbrella Agreement, the Mask Technology Agreement, the Product Purchase Agreement and the
Capacity Sharing Agreement, each dated on or about April 4, 2001, and each between IFX and DPI as well as the Original Agreement) with the only exception of the letter regarding HR
Terms & Conditions signed by the parties on May 16,
2002. However, the confidentiality provisions of this Agreement shall apply to all information exchanged pursuant to the Original Agreement.

21.   ORIGINALS

This Agreement and each Ancillary Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

[SIGNATURE
PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of July 1, 2004.

|DUPONT PHOTOMASKS, INC.       
|------------------------------
|By:                           
|                              
|Name:                         
|                              
|Title:                        
|                              
|DUPONT PHOTOMASKS GERMANY GmbH
|By:                           
|                              
|Name:                         
|                              
|Title:                        
|                              
|INFINEON TECHNOLOGIES AG      
|By:                           
|                              
|Name:                         
|                              
|Title:                        
|                              
|By:                           
|                              
|Name:                         
|                              
|Title:                        
|                              

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