Louisa Barash

Louisa Barash focuses on technology transactions, intellectual property (IP) commercialization, and IP counseling, including:

• Proprietary and open source software licensing and services (SaaS, cloud computing)
• Digital media, Web2.0, social networking and gaming Mobile commerce, content and wireless advertising
• Mobile commerce, content and wireless advertising
• Privacy and data security
• Hardware and software distribution
• Outsourcing
• Online commerce

Louisa has extensive experience negotiating and structuring strategic alliances, joint ventures and complex IP licenses and commercial agreements. She has also served as lead counsel and IP counsel in numerous significant merger and acquisition transactions.

Practice Highlights

Technology Licensing and Distribution

• Served as primary outside counsel for all distribution relationships for Xbox and Xbox 360 launch 
• Developed a variety of channel distribution programs for Microsoft PC and Xbox products and Microsoft Business Solutions 
• Represented Microsoft Internet Protocol TV in worldwide strategic reseller relationship with a global telecommunications corporation 
• Represented Microsoft in development of a digital distribution program for Vista upgrades 
• Represented Imagine Communications, Inc., a provider of digital video processing solutions, in negotiation of master purchase agreement and software license with international communications company 
• Represented Applied Precision, Inc., a developer of biomedical imaging technology in OEM relationships with GE Healthcare, Samsung Electronics, Nanostring Corporation and Umedix, Inc. 
• Represented Accept Software Corp., an “innovation management” software company, in licensing, distribution and other commercial transactions. 
• Represented MedManage Inc., an application service provider for drug sampling solutions in services agreements with major pharmaceutical company customers. Negotiated strategic distribution relationship with Henry Schein, Inc. 
• Advised Nextel Partners on dealer and authorized service center agreement issues

Technology Users

• Represented Otsuka Pharmaceutical Corp., an international pharmaceutical company in its acquisition of a global pharmacovigilance software system
• Represented Applied Precision, Inc. in negotiation of technology and patent license with the University of California
• Represented Sabrix, Inc. in negotiation of master services agreement with Opsource, Inc. for web operations hosting, support and services 
• Represented Accept Software, Inc. in offshore technology development agreement and license with Persistent Systems Ltd. 
• Represented Icom Inc. in agreement for development of integrated circuit device 
• Represented Celebrate Express in acquisition of warehouse management software system 
• Represented Alyeska Pipeline Service Company in development agreement for integrated oil movement software system 
• Negotiated ten-year multi-million dollar information technology (IT) system outsourcing relationship between Avista Corp. and a large IT outsourcer 
• Advised Nuvasive, Inc. on SAP ERP system acquisition 
• Represented Porter Memorial Hospital in acquisition of medical image information management system 
• Represented Children’s Hospital & Regional Medical Center in the sale of its royalty interests in certain pharmaceutical patent rights

Joint Ventures and Strategic Alliances

• Represented Microsoft in connection with a product development and marketing joint venture with SAP 
• Represented Vertafore, Inc., a provider of technology solutions to the insurance industry, in strategic alliance with Choicepoint, Inc.
• Represented Altair NanoMaterials Inc., the developer and manufacturer of ceramic nanomaterials, in a strategic joint venture with The Sherwin-Williams Co. to develop and produce titanium dioxide pigments

Mergers and Acquisitions

• Represented Atom Entertainment in connection with licensing and intellectual property matters in its acquisition by Viacom
• Advised Grouper.com, a peer-to-peer video file sharing company, on IP issues in selling the company to Sony Entertainment, and served as primary outside counsel on IP and commercial transactions for the company 
• Represented Continental Graphics Inc., a content management and data solutions provider in an acquisition by The Boeing Company
• Represented F5 Networks in acquisition of firewall product business
• Represented Muzak Limited Partnership in over twenty asset acquisition and disposition transactions
• Represented Plum Creek Timber in the sale of an internally developed geographic information system

Mobile Services and Mobile Advertising 

• Represented Medio, Inc. in commercial relationships with publishers and networks
• Represented Ad Infuse, Inc., a provider of web-based ad insertion technology in transactions with content providers, brands and carriers
• Represented Sotto Wireless, Inc. in software licensing and commercial transactions

IP Counseling/General Counsel Engagements 

• Served as outside general counsel for Sabrix Inc., a venture-backed tax management software company. Represented the company in transactions with multiple Fortune 500 companies
• Represented Areva T&D Inc., a global energy transmission and distribution company, in software and IP matters
• Served as outside general counsel to Muzak L.P., the world's oldest and largest “audio architecture” company. Represented Muzak on IP, franchise, financing and merger and acquisition transactions
• Provided IP and transactional counsel to ICOM America Inc., a U.S. subsidiary of a Japanese communications equipment and products manufacturer 
• Provided counsel on IP matters and transactions for Curricula, LLC, an early stage provider of software analytics tools for the education sector