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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 Defendant-Counterclaim Plaintiff Veeva Systems, Inc.'s ("Veeva") motion to compel Plaintiffs-Counterclaim Defendants IQVIA, Inc. and IMS Software Services, LTD, (collectively "IQVIA") to produce documents relating to: (1) Cegedim's TPA policy and TPA decisions with respect to OneKey (whether the vendor is Veeva or a third party); (2) Cegedim's pricing of OneKey in any non-U.S. geography, including Europe and any European regions or nations; (3) Cegedim's sale of OneKey, including customer lists, win-loss records, and invoice data; and (4) OneKey financial information, including revenue, profit, and cost. After considering the submissions of the parties, based upon the following, it is the opinion of the Special Master that Veeva's motion is GRANTED in part.

         DISCUSSION

         Arguments

         Veeva's Arguments

         By way of background, Veeva explains that it alleges that IQVIA participated in a group boycott conspiracy with Cegedim, a European company that IQVIA competed against before acquiring its CRM and data business, including Cegedim's OneKey product. Veeva alleges that although they were direct competitors, IQVIA and Cegedira conducted a coordinated campaign to categorically deny Veeva access to the MDM market, including through Cegedim's exclusionary TPA policy. In its counterclaims, Veeva specifically alleges: "IQVIA and Cegedim's anticompetitive conduct outside of the United States has a direct, substantial, and reasonably foreseeable effect on domestic commerce, as well as Veeva's ability to export products from the United States. That anticompetitive conduct also gave rise to Veeva's antitrust counterclaims." Veeva argues that the Special Master's March 28, 2018 Order compelled IQVIA to produce "relevant documents related to the United States and global or geographic areas including the United States. After reviewing IQVIA's production of foreign documents with a nexus to the United States, Veeva determined that additional relevant foreign documents exist and are important to proving its counterclaims. Pursuant to the Special Master's Order, the parties then met and conferred. According to Veeva, IQVIA refuses to produce these four specific categories of documents related to OneKey, claiming that the documents have no reasonably foreseeable impact on U.S. commerce and that producing them would be unduly burdensome and disproportionate to the needs of the case. Veeva asserts that IQVIA, the party resisting the discovery, has the burden of clarifying and explaining its objections and providing support therefor.

         Veeva argues that the Cegedim documents are relevant. According to Veeva, IQVIA's assertion that the documents concern conduct that has no reasonably foreseeable impact on U.S. commerce fails both legally and factually. Veeva asserts that Judge Cecchi's denial of IQVIA's motion to dismiss forecloses IQVIA's argument as the argument that Cegedim's exclusionary conduct is beyond the reach of the Sherman Act because it took place overseas was already considered and rejected by Judge Cecchi. Additionally, Veeva argues that the standard is not whedier the documents have a reasonably foreseeable impact on U.S. commerce as numerous decisions have stated that foreign documents relating to antitrust allegations are relevant under Rule 26(b) without evaluating their effect on U.S. commerce.

         Veeva further asserts that the requested Cegedim information is relevant for liability, product market definition, market power, and damages. Veeva maintains that its request for Cegedim's TPA policy and TPA decisions with respect to OneKey (whether the vendor is Veeva or a third party), bears on the subject matter of the action because that conduct forms the heart of Veeva's group boycott claim. Veeva explains that in its counterclaim it alleges that Cegedim, as soon as its merger with IQVIA was announced (and before the merger was consummated), began to refuse to sign any TPA agreements unless they explicitly excluded Veeva MDM products. Veeva thus alleges a coordinated campaign by Cegedim and IQVTA to deny Veeva access to the MDM software market in violation of antitrust laws.

         Veeva argues that similarly, IQVIA cannot show that information related to Cegedim's pricing and sale of OneKey is irrelevant. According to Veeva, Cegedim's pricing of OneKey sheds light on the relevant product market (e.g. uniform pricing across geographic regions could help establish a larger market), on market power (e.g. the pricing may far exceed cost or pricing in other regions), and on damages (e.g. what Veeva's reference product might have been able to earn in Europe had it not been for IQVIA and Cegedim's exclusionary conduct). Veeva argues the same analysis applies to OneKey sales information and financial information.

         Veeva also argues that in any event, even if IQVIA were entitled to produce only documents that have a reasonably foreseeable effect on U.S. commerce, the requested Cegedim documents satisfy that criterion. Veeva explains that Cegedim's European conduct had a direct, substantial, and reasonably foreseeable effect on U.S. commerce because the data markets and software markets are complementary and intertwined. Veeva believes life sciences companies prefer to standardize purchases across the world thus it explains that if a company relies on Cegedim OneKey in France and Veeva OpenData in the Unites States, it would need both Cegedim and Veeva to sign a TPA with whichever MDM provider it chooses. Under these circumstances, if Cegedim refuses to sign a TPA for Veeva1 s MDM, then the health sciences company would be unable to use Veeva's MDM worldwide, which would result in it choosing a different MDM provider. Therefore, Veeva explains that although Cegedim's conduct in this scenario took place entirely in France, its actions had a direct, substantial, and reasonably foreseeable effect on the MDM market in the United States. Veeva further asserts that because the data and software products are complementary, such foreign conduct also has a foreseeable effect on the Reference Data market in the Unites States, as the company is less likely to choose Veeva OpenData when it passes on Veeva's MDM Software.

         Veeva points to Hartford Fire Insurance Company, where the Supreme Court held that manipulation in Europe of the market for one product (reinsurance) had a reasonably foreseeable effect in the U.S. market for a closely related product (insurance). Veeva believes this matter is the same, just with Reference Data substituted for reinsurance and MDM substituted for insurance.

         Veeva argues that each of the six proportionality factors favor it. Veeva believes the issues at stake relating to Veeva's counterclaims are important as IQVIA's alleged anticompetitive conduct harms life sciences customers, and ultimately consumers that take drugs. Veeva argues that IQVIA's anticompetitive conduct prevents those companies from using Veeva products, reduces choice, raises customer cost, and excludes Veeva from the market. The amount in controversy is hundreds of millions of dollars. Veeva asserts that the case is important for it and the marketplace. As for the parties' relative access to information, Veeva argues it cannot gain access to IQVIA's internal sales, commercial, and marketing information without discovery. Veeva asserts that this is direct evidence of the product market, anticompetitive conduct, and damages that prove Veeva's case. Veeva further asserts that IQV1A has a large and well-resourced legal and financial department.

         IQVIA's Arguments

         IQVIA asserts that die Special Master's March 28, 2018 Order & Opinion determined that "the burden posed by Veeva's discovery requests is too onerous in light of the possible benefits to Veeva's case." Thus instead of ordering the discovery requested by Veeva, the Special Master adopted IQVIA's proposal: "IQVIA has provided the Special Master with an acceptable method to limit the scope of Veeva's requests; it has suggested that it provide relevant documents that relate to the United States, geographic areas such as North America that include the United States, and documents that relate to global markets." The Special Master then ordered Veeva to digest the information produced by IQVIA and then meet and confer with IQVIA "to determine whether documents from additional geographic regions should be produced." IQVIA argues that the purpose of the Court staging discovery in this manner was so that to the extent necessary, Veeva could provide IQVIA with narrowly tailored global discovery requests that did not impose an undue burden on IQVIA. Instead, IQVIA asserts that Veeva's additional requests substantially overlap with those at issue in Veeva's motion to compel over a year ago.

         IQVIA argues that Veeva's additional requests are as broad, and in some instances, even broader than its previous requests. IQVIA argues that Veeva's additional requests do not reflect considerations of the discovery IQVIA has provided and tailoring of revised requests in light of that discovery. IQVIA asserts that it has produced substantial discovery related to Cegedim's OneKey offering, including documents responsive to Veeva's additional requests for Cegedim OneKey pricing, sales, and financial information and Cegedim's TPA policy and decisions with respect to OneKey. IQVIA asserts that it also collected, reviewed, and produced documents from a number of Cegedim employees designated as ...


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