Common use of Owned Software Clause in Contracts

Owned Software. To the best knowledge of the Sellers, the current software applications used by the Unipath Entities in the operation of their business, as set forth and described on Schedule 2.18(d) hereto (the "Software"), to the extent it has been designed or developed by a Unipath Entity's management information or development staff or by consultants on such Unipath Entity's behalf, is original and capable of copyright protection in the United States, and each Unipath Entity has complete rights to and ownership of such Software. To the best knowledge of the Sellers, no part of any such Software is an imitation or copy of, or infringes upon, the software of any other Person or violates or infringes upon any common law or statutory rights of any other Person, including, without limitation, rights relating to defamation, contractual rights, copyrights, trade secrets, and rights of privacy or publicity. No Unipath Entity has sold, assigned, licensed, distributed or in any other way disposed of or encumbered the Software.

Owned Software. To the best knowledge extent that any of the Sellers, the current software applications used by the Unipath Entities in the operation of their business, as set forth and described on Schedule 2.18(d) hereto (the "Software"), to the extent it Software has been designed or developed by a Unipath Entitythe Sellers or the Company's management information or development staff or by consultants on such Unipath Entitythe Sellers' or the Company's behalf, such Software is original and capable of copyright protection in the United States, and each Unipath Entity the Company has complete rights to and ownership of such Software, including possession of, or ready access to, the source code for such Software in its most recent version. To the best knowledge of the Sellers' knowledge, no part of any such Software is an imitation or copy of, or infringes upon, the software of any other Person person or entity, or violates or infringes upon any common law or statutory rights of any other Personperson or entity, including, without limitation, rights relating to defamation, contractual rights, copyrights, trade secrets, and rights of privacy or publicity. No Unipath Entity Except as set forth in SCHEDULE 3.19, neither the Sellers nor the Company has sold, assigned, licensed, distributed or in any other way disposed of or encumbered any of the Software.