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IQVIA, Inc. v. Veeva Systems, Inc.

United States District Court, D. New Jersey

July 10, 2019

IQVIA, INC. and IMS SOFTWARE SERVICES, LTD, Plaintiffs/ Counterclaim Defendants,
v.
VEEVA SYSTEMS, INC., Defendant/Counterclaim Plaintiff.

          ORDER & OPINION OF THE SPECIAL MASTER

          DENNIS M. CAVANAUGH, U.S.D.J.

         This matter comes before the Special Master on Plaintiffs-Counterclaim Defendants IQVIA, Inc. and IMS Software Services, LTD's (collectively "IQVIA") motion for reconsideration or, in the alternative, clarification of the Court's May 13, 2019 Order & Opinion. After considering the submissions of IQVIA and Defendant-Counterclaim Plaintiff Veeva Systems, Inc. ("Veeva"), based upon the following, it is the opinion of the Special Master that IQVlA's motion for reconsideration is DENIED and that IQVIA's request for clarification is GRANTED in Part.

         DISCUSSION

         Arguments

         IQVIA's Arguments

         IQVIA asserts that this motion has been necessitated by Veeva's attempt to use the Court's language as to the purpose of the audit to demand that IQVIA withdraw its privilege claims over documents relating to the audit that were not previously before the Court. In particular, IQVIA points to Veeva's demand that IQVIA withdraw its assertion of privilege over documents subpoenaed by Veeva from Stroz Friedberg, a digital security expert firm retained with assistance from outside counsel for IQVIA following the Ernst & Young ("EY") audit. IQVIA contends that Veeva has construed the Order as blocking its assertion of privilege over documents that related to the EY audit as a blanket matter.

         In support of reconsideration, IQVIA first argues that the decision whether to grant Veeva a TPA and the performance of the EY audit were predominately legal in nature. IQVIA explains that it licenses its information on terms that do not permit its licensees to share the licensed information with third parties. Thus, a client or vendor's request to enter into a TPA generally arises after the client has already taken a license to IQVIA's information. IQVIA asserts that decision making authority as to whether to grant a TPA to Veeva specifically was entrusted to IQVIA's in-house legal team, and not its business team. IQVIA argues that the vesting of authority to IQVIA's legal team reflects the legal nature of the TPA request. Thus IQVIA argues mat the decision whether to grant a TPA request is fundamentally a legal decision over whether contractual terms and conditions can be drafted to sufficiently protect IQVIA's intellectual property, and if so, what those terms and conditions should be. Because EY was retained by IQVIA's in-house legal counsel to facilitate the legal team's evaluation of a TPA request relating to Veeva, IQVIA argues the predominate purpose of the EY audit is likewise legal in nature.

         Second, IQVIA argues that if the Court declines to find that the EY audit was predominately legal in nature, it requests that the Court not reach the issue of the purpose of the EY audit at this time. IQVIA points out that the Court viewed the question as a difficult one, stating "licensing of this data and TPA agreements are intimately intertwined with and difficult to distinguish from the business purpose of the audit." IQVIA thus argues that the Court should reconsider its Order and decline to determine the purpose of me audit. IQVIA points out that the Court independently reasoned that the advice being sought from the audit was that of EY's and that EY was evaluating Veeva's systems and processes, not IQVIA's technical information. Thus the dispute over whether attorney client privilege extended to the EY documents could have been resolved without reaching the question of whether the purpose of the EY audit was predominately legal.

         Third, to the extent that the Court does not revisit its holding as to the purpose of the EY audit, 1QV1A requests that the Court clarify the language of its holding that "the Veeva assessment served a predominately business purpose." IQVIA explains that taken in this context, IQVIA understands the Order to reason that EY's role in the audit was predominately business-related. IQVIA further understands the Court's holding to be limited in scope to the documents at issue in the briefing before the Court-i.e., the documents subpoenaed from EY-and not to extend to IQVIA's privilege assertions over documents that were not at issue before the Court. IQVIA requests that the Court clarify these points, in light of Veeva's contrary interpretation of the Court's language, which appears to interpret the Order to invalidate IQVIA's assertion of privilege over documents that are beyond the scope of the EY documents subpoenaed by Veeva. IQVIA asserts that such documents could include communications between IQVIA's legal counsel and digital security experts regarding potential modifications to IQVIA's TPA program to protect IQVIA's intellectual property and/or communications among IQVIA's counsel or between IQVIA's counsel and other IQVIA employees providing or seeking advice relating to same. IQVIA argues that whether or not these documents are privileged is a separate inquiry that has not yet been briefed for the Court and is thus not properly within the scope of the Order.

         Veeva's Arguments

         Veeva argues that IQVIA cannot meet the legal standard for reconsideration or clarification of the Court's Order. Veeva asserts that there must have been an intervening change in the law, previously unavailable evidence that has become available, or there must be a clear error of law or manifest injustice. Veeva argues that IQVIA cannot meet this standard and that its disagreement with the Court's outcome does not suffice for reconsideration. Veeva contends that IQVIA has done no more than present the same arguments it already made and which the Special Master considered and rejected.

         Veeva further argues that IQVIA presents no legitimate grounds for its request that the Order be narrowed and the issue of the purpose of the EY audit be deleted. Veeva argues that the purpose of the audit was fully briefed and ruled on in the May 13, 2019 Order & Opinion. Vccva asserts that IQVIA's real argument is that it wishes the Court had ruled differently.

         Veeva believes that IQVIA is attempting to expand the record and introduce new issues, which it argues is improper and does not warrant relief. Veeva agrees with IQVIA that other issues were not and are not presently before the Court. Veeva asserts that if other issues over other IQVIA privilege assertions ever become ripe, the Special Master should decide ...


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