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Louisa Barash

BarashLouisa
Partner
T206.757.8275
F206.757.7275
Louisa Barash focuses on technology transactions, intellectual property (IP) commercialization, and IP counseling, including:
  • Proprietary and open source software licensing and services
  • Cloud computing
  • Technology mergers, acquisitions, and joint ventures
  • Digital media, Web2.0, social networking and gaming
  • Mobile commerce, content, and wireless advertising
  • Privacy and data security
  • Hardware and software distribution
  • Outsourcing
  • Online commerce
  • Health information technology (EHR, diagnostic and practice management systems)
  • IT procurement 

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 Mediaroom (Internet TV) in worldwide strategic reseller relationship with a global telecommunications corporation, and other international reseller relationships
  • Represented Vertafore, Inc. a provider of software solutions for the insurance industry, in its licensing of an identity management solution
  • Represented Zoom International, a provider of call center software solutions, in inbound and outbound licensing and OEM transactions 
  • 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.

Cloud Computing
  • Represented Avista Corporation in acquisition of private and public cloud services from IBM and HP
  • Represented Microsoft Corporation on Azure Enterprise Agreement templates
  • Represented Microsoft Corporation on structuring and agreements for Azure private cloud offering
  • Represented Epocrates Inc. (acquired by Athena Health) in development of licensing program for on-line electronic health records
  • Represented Alaska Airlines in acquisition of hosted reservation system
  • Represented Sabrix, Inc., in negotiation of master services agreement with Opsource, Inc., for Web operations hosting, support, and services
  • Negotiated 10-year multimillion-dollar information technology (IT) system outsourcing relationship and subsequent renewal between Avista Corp. and a large IT outsourcer 

Digital Media
  • Advised the Oprah Winfrey Network on Digital Millennium Copyright Act and privacy matters in connection with the launch of its social networking site
  • Advised a global technology company in development and drafting of its comprehensive entertainment services terms of use
  • Represented Vudu, Inc. an on-demand movie service in a strategic relationship with Blockbuster, Inc.
  • 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

Health Information Technology
  • Represented Microsoft in a health care IT joint venture with GE, creating Caradigm.
  • Represented Hawaii public hospital system in the RFP process and negotiation of an agreement for a $27.8 million hospital information system, including integrated electronic medical record applications.
  • Represented non-profit medical center in negotiation of an agreement for a hosted electronic medical records system with NextGen, Inc.
  • Represented Otsuka Pharmaceutical Corp., an international pharmaceutical company, in its acquisition of a global pharmacovigilance software system
  • Represented Children’s Hospital & Regional Medical Center in the sale of its royalty interests in certain pharmaceutical patent rights
  • Advise Providence Health System on a wide range of information technology and intellectual property matters, in connection with its acquisitions and dispositions, and electronic health records donation programs

Technology Users
  • Represented Alaska Airlines in negotiation of a master services agreement for reservations systems and other software systems with Sabre Inc.
  • Negotiated 10-year multimillion-dollar information technology (IT) system outsourcing relationship and subsequent renewal between Avista Corp. and a large IT outsourcer
  • Represented Gesa Credit Union in its acquisition of account processing, switch gateway processing and enterprise content management software solutions
  • 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 
  • Advised Nuvasive, Inc., on SAP ERP system acquisition 
  • Represented Porter Memorial Hospital in acquisition of medical image information management system

Mergers and Acquisitions
  • Represented Microsoft in the sale of its Mediaroom IPTV business to Ericsson
  • Represented Microsoft in the formation of the health care joint venture, Caradigm, with GE Healthcare.
  • Advised Alstom Grid on intellectual property and software issues in its acquisition of UISOL, a leading software platform for demand resource management
  • Represented medical device software developer Cardiovascular Decision Technologies, Inc. in its sale to a national health care conglomerate.
  • Represent Merck & Co., Inc. in connection with patent licensing and other intellectual property matters in its disposition of its Rosetta Biosoftware and Rosetta Inpharmatics subsidiaries
  • Represented Atom Entertainment in connection with licensing and intellectual property matters in its acquisition by Viacom
  • 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 20 asset acquisition and disposition transactions
  • Represented Plum Creek Timber in the sale of an internally developed geographic information system

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

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

Additional Qualifications

  • Partner, 1994-2008; Associate, 1990-1994; Chair, Seattle Business Department, 1997-1999 – Heller Ehrman LLP, Seattle
  • Associate, O’Melveny & Myers LLP, New York, N.Y., 1988-1990
  • Associate, Weil Gotshal & Manges LLP, New York, N.Y., 1985-1988

Professional & Community Activities

  • Board Member, Bainbridge Schools Foundation
  • Former Board Member, MIT Enterprise Forum
  • Former Board Member, Helpline House