Common use of Owned Software Clause in Contracts

Owned Software. To the extent that any of the Software has been designed or developed by the Sellers or the Company's management information or development staff or by consultants on the Sellers' or the Company's behalf, such Software is original and capable of copyright protection in the United States, and 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 Sellers' knowledge, no part of any such Software is an imitation or copy of, or infringes upon, the software of any other person or entity, or violates or infringes upon any common law or statutory rights of any other person or entity, including, without limitation, rights relating to defamation, contractual rights, copyrights, trade secrets, and rights of privacy or publicity. 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.

Owned Software. To the extent that any best knowledge of the Software 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 the Sellers or the Companya Unipath Entity's management information or development staff or by consultants on the Sellers' or the Companysuch Unipath Entity's behalf, such Software is original and capable of copyright protection in the United States, and the Company each Unipath Entity 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 or entity, Person or violates or infringes upon any common law or statutory rights of any other person or entityPerson, including, without limitation, rights relating to defamation, contractual rights, copyrights, trade secrets, and rights of privacy or publicity. Except as set forth in SCHEDULE 3.19, neither the Sellers nor the Company No Unipath Entity has sold, assigned, licensed, distributed or in any other way disposed of or encumbered any of the Software.