definiens: shall mean all technical information, know- how, processes, techniques, discoveries and inventions ( patented, p atentable or otherwise ) owned by OCD that are not OCD Inventions or Joint Inventions, which OCD in it s discretion provides IDEXX to facilitate IDEXX ’s development of the New Analyzer or New Slid e / Panel Design . To the extent the New Analyzer or New Slide / Panel Design include any Back ground Technology provided by OCD, OCD hereby grants IDEXX and its affiliates a non - exclus i ve, worldwide, perpetual, royalty - free, fully paid license, with the right to assign in connection wit h any assignment of this Agreement, but without the right to sublicense, to make, have made, use, sell, offer to sell and import New Analyzers and the New Slide / Panel Design using Background Technology in t he field of Dry Slide diagnostic testing of non - human animals . The licenses granted by this Section 3.05 are subject to any rights of third parties in or to such intellectual property, and are limited to i ntellectual property that relates to equipment, instrumentation or packaging, rather than slides or reagents . Subject only to the licenses granted by this Section 3.05, OCD shall, retain all right, tit le and interest in and to the Background Technology, notwithstanding that any such technology is provide d to IDEXX or included in the New Analyzer or New Slide / Panel Design . For avoidance of doubt, IDE XX and its affiliates sh all have no right to use Background Technology other than in connection with the New Analyzer or the New Slide / Panel Design