QUINTILES IMS INCORPORATED et al v. VEEVA SYSTEMS, INC.

Filing 248

OPINION AND ORDER OF THE SPECIAL MASTER; that IQVIA's request for clarification is GRANTED in Part.. Signed by HON. DENNIS M. CAVANAUGH, U.S.D.J. (RET.) on 7/10/2019. (ld, )

UNITED STATES DISTRICT COURT
FOR THE DISTRJC OF NEW JERSEY

Case No.: 2:1 7-C V-0Ol 77-CCC-MF

IQVIA, INC. and IMS SOFTWARE
SERVICES, LTD,
Plaintiffs! Counterclaim Defendants,
vs.

ORDER & OPINION OF THE SPECIAL
MASTER

VEEVA SYSTEMS, INC.,
Defendant! Counterclaim Plaintiff.

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
IQVIA’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, IQVTA points to Veeva’s demand that IQVIA withdraw its assertion of privilege over
documents subpoenaed by Veeva from Stroz Friedberg, a digital security expert fimi retained

with assistance from outside counsel for IQVIA following the Ernst & Young (“EY”) audit,
IQVTA 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 BY 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. IQVLA
asserts that decision making authority as to whether to grant a TPA to Veeva specifically was
entrusted to IQVJA’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 that 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 BY 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 BY audit was
predominately legal in nature, it requests that the Court not reach the issue of the purpose of the
EY audit at this thne, 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 the audit. IQVIA points out that the

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Court independently reasoned that the advice being sought from the audit was that of BY’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 BY audit was
predominately legal.
Third, to the extent that the Court does not revisit its holding as to the purpose of the BY
audil, IQVIA requests that the Court clarify the language of its holding that “the Veeva
assessment sewed a predominately business purpose.” IQVTA explains that taken in this context,
IQVIA understands the Order to reason that BY’s role in the audit was predominately business
related. IQVIA thither 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 IQVTA’s legal
counsci 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
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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
IQWA 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. Veeva
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 IQVL4 privilege assertions ever become ripe, the Special Master should decide them when
properly presented on a full record, not on a motion for reconsideration or clarification.
IQVIA’s Reply Arguments
IQVIA argues that it cited the correct standard for granting motions for reconsideration
and that courts in this district have explicitly citcd Bowers v. Nat’! Collegiate Athletic Assoc.,
130 F.Supp.2d 610, 613 (D.N.J. 2001). IQVIA asserts that the matter overlooked can be, a clear
error that needs to be corrected to prevent a manifest injustice. IQVIA argues that it
demonstrated the matters overlooked that might reasonably have resulted in a different
conclusion: first, the distinction between the legal nature of the TPA process and the separate
decision driven by business considerations to license data to a client; and, second, the distinction
between EY’s specific purpose comparcd with that of IQVIA’s audit of Veeva more generally.
IQVIA asserts that it does not merely re-present rejected arguments but has pointed out what it
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believes the Special Master may have been unaware of with respect to these issues. IQVIA
further argues that its motion seeks to avoid resolution of any unripe collateral issues. It seeks
only to ensure that separate issues are resolved separately.
Opinion
In the District of New Jersey, motions for reconsideration are governed by Local Civil
Rule 7.1(i). A motion for reconsideration is viable when one of three scenarios is present: (1) an
intervening change in the controlling law, (2) the availability of new evidence not previously
available, or (3) the need to correct a clear error of law or prevent manifest injustice. Lazaridis v.
Wehmer, 591 F.3d 666, 669 (3d Cir. 2010). Allowing a motion for reconsideration to go forward
is an “extraordinary remedy” to be granted “sparingly.” NL Indus., Inc. v. Commercial Union
Ins. Co., 935 F. Supp. 513, 516 (D.N.J. 1996) (citations omitted).
Notably, a motion seeking reconsideration may not be used by a party to “restate
arguments that the court has already considered.” Lawrence v. Emigrant Mortg. Co., Civ. No.
11—3569, 2012 WL 5199228, *2 (D.N.J., Oct. 18, 2012). Nor may such a motion be used “to
relitigate old matters, or to raise arguments or present evidence that could have been raised prior
to the entry ofjudgment.” NL Indus., Inc., 935 F.Supp. at 516. Further, where a party merely has
a difference of opinion with the court’s decision, the issue should be raised through the normal
appellate process: reconsideration is not the appropriate vehicle. Dubler

i&

Hangsterfer’s

Laboratories, Civ. No. 09—5144, 2012 WL 1332569, *2 (D.NJ., Apr. 17, 2012) (citing Bowers
v. Nat’l Collegiate Athletic Ass’n, 130 F.Supp.2d 610, 612 (D.N.J. 2001)).
IQVIA’s application for reconsideration fails to provide a basis to grant the
“extraordinary remedy” requested. IQVIA has not demonstrated an intervening change in the

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controlling law, the availability of new evidence not previously available, or the need to correct a
clear error of law or prevent manifest injustice.
However, in light of the issues raised in the parties’ submission, the Special Master will
clarify that his May 13, 2019 Order & Opinion considered and niled on IQVIA’s privilege
assertions related to documents subpoenaed from EY in relation to EY’s audit of Veeva. The
Special Master did not consider and did not rule on any other documents or issues. To provide
the parties with clarity in consideration of the issues raised in the present motion, the Special
Master will revise the May 13, 2019 Order & Opinion as follows (all changes are underlined):
Additionally, it is the opinion of the Special Master that the Veeva
assessment performed by EY served a predominately business
purpose. While the BY audit may also have supported JQVIA’s
thinicing on how it would proceed with the licensing of IQVIA
reference data to Veeva for master data management purposes
under the TPA program and inform IQVIA’s thinking on TPA
agreement terms, the BY audit was predominantly for business
purposes, not legal purposes. The primary purpose of the BY audit
was to determine the accuracy of Veeva’s assurances that IQVIA
reference data could be used in Veeva’s MOM offering without
risk that IQVIA’s data would be used by Veeva to improve its own
offerings. Thus the
audit was intended to inform IQVIA’s
business decision on whether or not to allow Veeva to use its
reference data in Veeva’s MDM offering. While licensing of this
data and TPA agreements are intimately intertwined with and
difficult to distinguish from the business purposes of the EY audit,
here, the EY assessment would not have been undertaken but for
TQVIA’s need to make a business determination as to whether, at
the request of IQVIA’s clients, IQVIA would allow its clients to
share certain data licensed from IQVIA with Veeva for use by
Veeva in its MUM offering. While this generally involves
evaluation of TPA agreements and licensing protections, it does
not change the fact that the central purpose of the BY audit was
business in nature.
EY was chiefly engaged to assess the
assurances made by Veeva regarding its protection of IQVIA data.
That the information obtained from BY’s assessment of Veeva
might inform 1QVIA’s decision on whether its TPA agreements
were sufficient does not transform the purpose of the BY audit into
a predominately legal one and thus shield all BY communications
from disclosure.
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Accordingly, as both IQVIA and Veeva acknowledge in their submissions to the Court,
should issues over other IQVJA privilege assertions become ripe, they may at that time be
presented to the Court and properly decided. The Special Master’s May 13, 2019 Order and
Opinion dealt exclusively with IQVIA’s privilege asscrtions related to Veeva’s subpoena of
documents from EY concerning EY’s audit of Veeva.

Special Master
Date: July 10, 2019

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