Dupont Research Agreement - April 21, 2000

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 ***.


RESEARCH AGREEMENT


1. PARTIES


1.1 The parties to this Agreement are E. I. du Pont de Nemours and
Company, having a place of business at 1007 Market Street, Wilmington, DE
("DuPont") and DuPont Photomasks, Inc., having a place of business at 131
Old Settlers Blvd., Round Rock, TX ("DPI").


2. BACKGROUND


2.1 This Agreement covers a research project undertaken by DuPont at the
request of DPI pursuant to a Research, Development and Consulting Agreement
between DuPont and DPI effective on January 1, 1996.


3. SCOPE


3.1 DuPont shall provide research and materials development activity in
the area of advanced photomask technology, such as photomasks, blanks and
pellicles, as more specifically defined below. Specifically DuPont will
continue development of advanced phase shift mask technology and work to
develop a material suitable for use as pellicles, particularly a 157 nm
pellicle, and will support DPI's efforts to fabricate a pellicle using the
developed material. DuPont shall provide DPI with Milestone reports
summarizing the activities of DuPont undertaken pursuant to this Agreement
according to the attached schedule in Appendix A.


3.2 By "Field" herein is meant "photomasks, blanks and pellicles" wherein
these terms are defined as photomasks, photoblanks and pellicles, used in
photolithography for microelectronic applications (including pellicles for
optical markets).


3.3 By "DuPont Materials" is meant materials developed by and supplied by
DuPont to DPI pursuant to this program, and being evaluated in the Field
pursuant to this Agreement, and any improvements to such materials
developed by either party under this Agreement. This definition is not
intended to cover current commercial amorphous fluoropolymers sold to DPI
by DuPont.


3.4 By "DuPont Technology" hereunder is meant process technology or know-
how, being evaluated by DPI, in the Field, owned by DuPont.


4. INTELLECTUAL PROPERTY


4.1 DuPont shall own any and all inventions, discoveries, processes,
improvements, ideas and


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like intellectual property relating to DuPont Materials under this
agreement which are conceived and/or reduced to practice by either party
during the course of this Agreement (collectively "DuPont Inventions"). In
addition, DuPont shall own all inventions, discoveries, processes,
improvements, ideas and like intellectual property that are conceived and
reduced to practice solely by DuPont during the course of this Agreement,
except as related to intellectual property covered in 4.2 below.


4.2 DPI shall own any and all inventions, discoveries, processes,
improvements, ideas and like intellectual property, that come about after
the effective date of this Agreement, relating to pellicle end uses, where
the invention, discovery, process, improvement, or idea is not dependent
upon DuPont Materials, which are conceived and/or reduced to practice by
either party during the course of this Agreement (collectively "DPI
Inventions"). In addition, DPI shall own all inventions, discoveries,
processes, improvements, ideas and like intellectual property. which are
conceived and reduced to practice solely by DPI during the course of this
Agreement, except as related to intellectual property covered in 4.1 above.


4.3 DPI and DuPont shall jointly own all inventions, discoveries,
processes, improvements, ideas and like intellectual property, except as
related to DuPont Materials covered in 4.1 above and DPI Inventions and DPI
inventions under 4.2, conceived and reduced to practice jointly during the
course of this Agreement.


4.4 DuPont shall have full authority, responsibility and discretion to
prepare, file, prosecute and maintain patent applications and patents on
inventions covered under subsection 4.1. DuPont shall also have full
authority, responsibility and discretion to prepare, file, prosecute and
maintain any joint DuPont/DPI inventions covered under 4.3. DPI agrees to
provide DuPont with access to data and other information reasonably
necessary for DuPont to prepare, file and prosecute patent applications on
the Inventions and further agrees to execute such documents as are
reasonably necessary to establish, transfer or perfect title to DuPont on
inventions under 4.1 and to DuPont and DPI jointly on inventions under 4.3.


4.5 DPI shall have full authority, responsibility and discretion to
prepare, file, prosecute and maintain its sole patent applications and
patents on inventions ...