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NAME: Mark S. Britton TITLE: Senior vice president, general counsel and secretary AGE: 34 THE BUSINESS: Launched in 1996 by Microsoft Corp., Bellevue, Wash.-based Expedia Inc. is an online travel agency offering access to 450 airlines, 65,000 lodging properties and all major car rental companies. Expedia, with 750 employees, reported a last-quarter cash profit of $15 million, based on sales to 904,000 customers. The company’s future, however, is now linked closely to TV. On July 16, Microsoft announced it was selling its controlling interest in Expedia to USA Networks, which owns entertainment and interactive companies and plans to launch the USA Travel Channel, a new cable television program service offering travel products. SIZE OF DEPARTMENT: Britton does not see this sale affecting his job, at least not in the short term. He currently oversees two attorneys and two paralegals in Bellevue and an attorney who keeps tabs on regulatory issues on Capitol Hill. A fourth attorney, to be based in Europe, is expected to join the in-house group by late summer or early fall. RESPONSIBILITIES: Britton manages all aspects of Expedia’s legal, corporate and governmental affairs, handling settlement negotiations in major litigation and directing acquisitions last year of Travelscape.com and Vacationspot.com. For the past six months, he says, he counseled Expedia executives as the Microsoft-USA deal morphed from a proposal to reality. BUILDING A LEGAL TEAM: In November 1999, Britton became Expedia’s 149th employee — and first general counsel. As a result, Britton had to build his own department because until then Expedia had relied on Microsoft’s lawyers. The co-mingling of work made it difficult to assess the fledgling company’s in-house needs. “When I showed up, there was me with really no road map to what Expedia would need as far as legal resources go,” Britton says. The company did have a legal services agreement with Microsoft, but Britton severed that within his first six months and proceeded to “guess” at a budget for his new department. He says he “came pretty dang close” to his 1999 budget estimate (within $10,000 if the costly Priceline Corp. litigation wild card is removed). As Expedia grew, so did the department. He brought over two attorneys from his former firm, Seattle’s Preston Gates & Ellis, a paralegal from Microsoft and a paralegal from Microsoft’s MSN Internet service. After spending more time than he expected on Washington lobbying and overseeing expansion in Europe, Britton hired a lobbyist-attorney, and he expects to hire someone to keep tabs on outside counsel in Europe. USA TAKEOVER: With the news of USA Network’s purchase of Microsoft’s portion of Expedia, Britton says, he expects the headquarters and management to remain intact, at least for a while. The legal department, he adds, will be “turbo-charged” with the change. “In a lot of ways we had outgrown Microsoft,” he says. “They were more focused on software than building the world’s largest travel company.” ONGOING LITIGATION: Though there are no major pieces of litigation facing Expedia at the moment, Britton’s first few months were not so peaceful. Just before, and not long after, he joined the company and took it public, Priceline sued Microsoft and Expedia in federal court in Connecticut, alleging infringement of pending business- method patents related to an online airline ticket auctioning system. Priceline claimed Expedia’s Hotel Price Matcher and Flight Price Matcher services infringed on patents assigned to Priceline.com. Priceline further asserted claims of unfair and deceptive trade practices against the two companies. Expedia and Microsoft replied with countersuits, challenging the validity of the patents. The suits settled under the veil of a confidentiality agreement in January, with a note in Expedia’s SEC filings saying “the company entered into a royalty arrangement with Priceline.com” and the “arrangement did not have a material impact on the company’s financial position or results of operations.” Britton, who says he spent two to three months in active negotiations with Priceline’s general counsel to resolve the dispute, declined to comment on the settlement. He did say the large discovery requests by Priceline caused consternation at Microsoft and Expedia. “There was a lot of legal wrangling that made the case move very slowly and was very costly to both sides,” he says. REED ELSEVIER LITIGATION: To add to his litigation load, publisher Reed Elsevier Inc. filed a breach of contract suit in October 1999 on behalf of its subsidiary Cahners Business Information against Microsoft and Expedia. The suit, which was dismissed in March 2000 after the parties entered into a confidential settlement, involved Expedia’s purchase of hotel directory content for its Web sites from Cahners. Describing the settlement as “favorable” to Expedia, Britton says, “We wished they had not decided to sue. They saw this as a way to get out of the contract.” SELF-POLICING: While battling Priceline and Reed Elsevier, Expedia decided to do a little policing of its own. Specifically, the company, on Dec. 27, 1999, in federal court in California, challenged the name claimed by Xpedior, which Expedia considered too close in pronunciation to its own. As did the other pieces of litigation, the trademark infringement suit also ended in settlement in July of last year, with Britton revealing only that at some point Xpedior, a subsidiary of Metamor Worldwide, will no longer be using a name that resembles Expedia. Because most of Britton’s attention was focused on the Priceline litigation, he says he relied heavily on outside counsel to help negotiate the other two settlements. PRIMARY OUTSIDE COUNSEL: Of the 10 to 15 firms Expedia relies upon, Britton pointed to the following key firms: the Washington, D.C., office of Preston Gates for regulatory issues and the firm’s Seattle office for corporate and business development, benefits, litigation and tax matters; for the Priceline litigation, Expedia trusted Pennie & Edmonds in New York; but for other patent, trademark and copyright matters, the company stays local with Seattle’s Christensen, O’Connor, Johnson & Kindness. In San Francisco, Shearman & Sterling handles complex corporate matters and for other business and corporate issues when there are conflicts with Preston Gates, which also represents Microsoft. Also, Expedia uses Dorsey & Whitney’s Seattle office for employment issues, and Berry, Appleman & Leiden in San Francisco for immigration matters; in London, Allen & Overy is Expedia’s pan-European firm. PET PEEVES: Britton looks to have “good conversations” with outside counsel. Bad conversations come about, he says, when there are problems in the areas of honesty or responsiveness. “If there’s ever an issue, good or bad, I want to talk through it with my counsel and I feel that a lot of time counsel try to hide things,” he says. In Britton’s estimation, counsel try to conceal that they don’t know about an area of law, or that a task will cost more than previously discussed. Britton, however, would rather know about any problems as soon as possible. “Nothing is more painful for in-house counsel than being surprised,” he says. And those outside counsel who know that, who get that they need to be honest and responsive, “are the ones I go back to time and time again.” ROUTE TO THE TOP: A Montana native, Britton spent his undergrad years at Gonzaga University in Spokane and earned his J.D. from the National Law Center at George Washington University. He stayed in D.C. five years after law school, first practicing in a securities group doing thrift conversions at Muldoon, Murphy & Faucette. In 1994, he went to work for the Securities and Exchange Commission, leaving in 1997 as senior counsel to the division of corporate finance. Eager to move back west, Britton settled at Preston Gates, where he was elected partner in 1999. His tenure there led directly to Expedia, where he was involved in spinning off Expedia from Microsoft. “I was hesitant to make that jump,” he says. But Britton balanced his hesitancy against his long-term goals to be more of a player on the business side of the law. He joined Expedia in 1999. FAMILY: Britton is married to attorney Brigid Conybeare Britton. She is taking time off from her practice to care for their son, who was born in October. LAST BOOK READ: At the risk of sounding too much like a “lawyer geek,” Britton admitted his last book was “U.S. v. Microsoft: The Inside Story of the Landmark Case,” by Joel Brinkley and Steve Lohr.

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