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

Filing 268

ORDER AND OPINION OF THE SPECIAL MASTER related to the parties' discovery dispute involving health insurance payers. Signed by Special Master Dennis M. Cavanaugh, U.S.D.J. (Ret.) on 9/25/2019. (ams)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY

Case No.: 2:17-CV-00177-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 upon letter briefing submitted by PlaintiffsCounterclaim Defendants IQVJA, Inc. and IMS Software Services, LTD, (collectively “IQVIA”)
and Defendant-Counterclaim Plaintiff Veeva Systems, Inc. (“Veeva”) related to the parties’
discovery dispute involving health insurance payers.
DISCUSSION
On or about November 1, 2017, Veeva served IQVIA with its Second Set of Requests for
Production (“RFP”). Those requests included:
273
All documents and things related to any disclosure by IMS, whether pursuant to any sale,
license, or otherwise, of any Hcalthcare Professional Data or liealthcare Organization
Data to any entity required to maintain a provider database regulated by 45 C.F.R. §
156.230, 42 C.F.R. §438.10, and/or 42 C.F.R. § 422.111.
274
All documents and things relating to any disclosure by IMS, whether pursuant to any
sale, license, or otherwise, of any Healthcare Professional Data or Healthcare
Organization Data to any QHP issuer as that term is used in 45 C.F.R. § 156.230 and
related regulations.

275
All documents and things relating to any disclosure by IMS, whether pursuant to any
sale, license, or otherwise, of any Healthcare Professional Data or Kealthcare
Organization Data to any MCO, 1MPH, PAHP, or PCCM entity, as those terms are used in
42 C.F.R. § 438.10 and related regulations.
276
All documents and things relating to any disclosure by IMS, whether pursuant to any
sale, license, or otherwise, of any Healthcare Professional Data or Healthcare
Organization Data to any MA organization, as that tent is used in 42 C.F.R. § 422.111
and related regulations
On or about May 22, 2018, Veeva filed a motion to compel, requesting in part, that
IQVIA produce documents responsive to RFP Nos. 273-276. IQVIA argued that production of
the information was not relevant to the ease and that production would be unduly burdensome.
By Order dated July 19, 2018, the Special Master determined that the requests were relevant and
that IQVIA had not demonstrated that the requests were unduly burdensome. The Special Master
therefore ordered IQVIA to provide hill and complete responses to RFP Nos. 273-276 within
forty-five days.
Prior to the filing of the Special Master’s July Order, on or about May 30, 2018, Veeva
served IQVIA with its Second Set of Interrogatones and Third Set of Requests for Production
(“REP”). Veeva’s Second Set of Interrogatories included the following interrogatory request:
Interrogators’ No. 32
Identify each PAYER whom IQVIA has disclosed any DATA from January I,
2012, to the present, including the date of each such disclosure, and the nature of
the disclosure (i.e, whether it was “Ilealthcare Professional Date” {Comp. 12O
26], or a “Sub-National Information Offering” [Compl. ¶‘! 27-37J, or something
else).
Veeva’s Third Set of Requests for Production included the following requests:
310
All agreements to provide any IQVIA data product to any person that do not
include a restriction against putting any portion of such information on a
government or publicly available website, database, or registry. This includes
agreements up to and including the present date.
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311
All documents and things relating to any disclosure by TQVIA (whether pursuant
to any sale, license, or otherwise) of any IQVIA data under any circumstances
that did not
include a restriction against putting any portion of such
information on a publicly available website, database, or registry.
312
All agreements to provide any IQVIA data to any health insurance provider, such
as (but not limited to) UnitedHealth Group Inc. and its affiliates; Anthem, Inc.
and its affiliates; Aetna Inc. and its affiliates; Humana Inc. and its affiliates; Cinga
Corporation and its affiliates; and Centene Corporation and its affiliates. This
includes agreements up to an including the present day.
313
All documents and things relating to any disclosure by JQVIA (whether pursuant
to any sale, license, or otherwise) of any IQVTA data, to any health insurance
provider, such as (but not limited to) UnitedHealth Group Inc. and its affiliates;
Anthem, Inc. and its affiliates; Aetna Inc. and its affiliates; Humana Inc. and its
affiliates; Cinga Corporation and its affiliates; and Centene Corporation and its
affiliates.
314
All agreements that allow a license of any such data in accordance with any
applicable law, regulation, or industry standard, including without limitation
agreements that reference 45 C.F.R. § 156.230, 42 C.F.R. § 438.10, or 42 C.F.R.
§422.111. This includes agreements up to and including the present day.
315
All agreements for the sale or license of any IQVIA data to any payer. This
includes
agreements up to and including the present data and includes
without limitation data
privacy or confidentiality agreements. schedules, or
addendums relating to such sale or license of IQVIA data to any payer.
On or about July 18, 2018, Vceva filed a second motion to compel, requesting in part,
that IQVIA respond to Interrogatory No. 32 and RFP Nos. 310-315. In its opposition to Vceva’s
second motion, IQVIA stated:
In response to Veeva’s Interrogatory No. 32 and Veeva’s RFP Nos.
310-315, and based on Your Honor’s July 19, 2018 Order, which
addressed the issue of payers, IQVIA will provide responsive
information pursuant to Your Honor’s July 19, 2018 Order. Thus,
Veeva will receive the information it claims to seek Your Honor to
compel in this Motion, maldng any ruling on these requests moot.

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In his September 14, 2018 Order, the Special Master noted that IQVIA had represented
that it would provide responses to Interrogatory No. 32 and RFP Nos. 310-315. The Special
Master then ordered IQVIA to produce its responses to those requests within thirty days.
Aruments
Veeva’s Arguments
Veeva seeks an order compelling IQVIA to comply with the Special Master’s Order and
Opinion dated July 19, 2018 (ECF No. 141) and the Special Master’s Order and Opinion dated
September 14, 2018 (ECF No. 146) by providing full and complete responses to Veeva’s
Interrogatory No. 32 and RFP Nos. 273-276 and 310-315, as written and without limitation.
Specifically, in producing documents and providing supplemental interrogatory responses,
Veeva wants to ensure that IQVIA does not exclude discovery concerning any of the “Market
Research Offerings” described in IQVIA’s Complaint (e.g., Complaint J1[20-26 and ¶]}27-37).
According to Veeva, IQVIA accuses Veeva of misappropriating infonnation found in two
types of IQVIA data products: IQVIA’s reference data products, and IQVIA’s sales and
performance data products. Veeva explains that IQVIA refers to the two types of data products at
issue as its “Market Research Offerings.” One type of IQVIA’s Market Research Offerings is
referred to in IQVIA’s Complaint as its Healthcare Professional Data Offerings. The Healthcare
Professional Data Offerings provide information about healtheare professionals and healthcare
organizations. This information is generally referred to as reference data and includes things like
contact information, medical specialty, and so on.
According to Veeva, IQVIA refers to its other type of Market Research Offerings as its
Sub-National Information Offerings. These data products are also commonly referred to as
IQVIA’s sales data products or performance data products. These products include, in part,
infonnation not found in IQVIA’s reference data products, such as information about
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prescriptions written by doctors and drugs used by hospitals. Veeva maintains that as IQVIA
pleaded, its sales and performance data products also include some of the same reference data
information. Veeva asserts that the overlap of reference data found in both types of IQVIA
products is important because IQVIA has always accused Veeva of misappropriating reference
data found in both.
Veeva maintains that it wrote its discovery requests to include both types of IQVIA data
products. For instance, it points to Interrogatory No. 32, which explicitly seeks the identity of
each payer to whom IQVIA disclosed data, including Sub-National Information Offerings.
Veeva explains that payers—entities like health insurance companies—fit into the picture
because such entities arc required to publish reference data in online directories, pursuant to
federal regulations.
Veeva argues that IQVIA originally objected to RFP Nos. 273-276, Interrogatory No. 32,
and RFP Nos. 310-315 on the grounds of burden. In the July 19, 2018 Order, the Special Master
ordered IQVIA to respond to REP Nos. 273-276 in MI. Having lost once, Veeva believes that
IQVIA then dropped its objections to Interrogatory No. 32 and RFP Nos. 3 10-315, which were
the subject of a second motion to compel that Veeva submitted the day before the July 19 Order
was filed. Veeva argues that IQV]A is now trying to re-argue what has already been the subject
of prior decisions. Accordingly. Veeva believes that the Special Master should reject IQVIA’s
post hoc arguments.
With respect to Interrogatory No. 32 and RFP Nos. 310-315, Veeva thither explains that
afier IQVIA lost an earlier motion to compel, IQVIA dropped its objections to Interrogatory No.
32 and REP Nos. 310-315 and indicated that it would provide responsive information pursuant to
the July 19, 2018 Order. Veeva argues that nowhere did IQVIA state that it would only respond

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to this discovery in part. Veeva believes that nothing supports IQVIA’s position that it only
agreed to provide discovery about reference data product disclosures and not sales and
performance data product disclosures.
With respect to RFP Nos. 273-276, Veeva argues that these requests were not limited to
one type of IQVIA product. Veeva argues that Healthcare Professional Data and Organization
Data is included in both types of IQVIA data products. Veeva argues that IQVIA’s own original
briefing specifically argued both types of IQVIA products. Veeva argues that even if RFP Nos.
273-276 were found to be limited to IQVIA’s disclosures of its reference data products to payers,
that would not affect the scope of Veeva’s Interrogatory No. 32 and RFP Nos. 310-315.
1QVIA’s Arguments
According to IQV1A, IQVIA’s Healthcare Professional Market Research Offering are
comprised of contact and professional relationship information for millions of individual
healthcare professionals, including, for example, their names, phone numbers, addresses, license
status, hospital and professional affiliations, specialties, and certifications. IQVTA’s Healthcare
Professional Market Research Offerings include Healthcare Relational Services and Healthcare
Organization Services.
IQVIA’s Sub-National Market Research Offerings are comprised of proprietary estimates
relating to (a) the distribution of medicine and (b) the prescribing and dispensing of medicines.
These offerings include DDD (sales information) and Xponent (prescription information).
IQVIA argues that the first payer-related discovery requests that the parties bdefed—RFP
Nos. 273-276, did not extend to Sub-National information. IQVIA argues the requests were
limited to IQVIA’s disclosure of Healthcare Professional Data, which Veeva defines by
reference to paragraphs 20-26 of IQVIA’s Complaint, which describes IQVIA’s Healthcare
Professional Market Research Offerings (not its Sub-National Market Research Offerings).
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IQVIA further asserts that Veeva defines Healthcare Professional Data as IQVIA’s OneKey,
Healthcare Relational Services, and Healthcare Organization Services Offerings. Veeva does not
include IQVIA’s Sub-National Market Research Offerings—DDD and Xponent in this
definition. Because of these limitations, IQVIA believes that Veeva’s first motion to compel
related only to Healthcare Professional information, without any reference to Sub-National
information, and that the Court’s July 19, 2018 Order was likewise limited.
IQV1A explains that the second payer-related dispute related to Veeva’s Interrogatory
No. 32 and RFP Nos. 310-315. IQVIA asserts that while these discovery requests do extend to
Sub-National information, Veeva narrowed its requests in its briefing. IQVTA argues that Veeva
did not request that the Court order IQVIA to produce Sub-National information. IQVIA thus
maintains that when it agreed to respond to these requests pursuant to the July 19, 2018 Order, it
was with the understanding that Veeva’s requests pertained to the disclosure of Healthcare
Professional information to payers in the U.S. and not to the disclosure of Sub-National
information. IQVIA argues that the Court has not heard or decided the present dispute.
IQVIA then argues that disclosure of Sub-National Market Research Offerings to payers
would be irrelevant. IQVIA explains that payers do not rely upon IQVIA’s Sub-National Market
Research Offerings to update publicly available online provider directories. IQVIA argues that to
the extent that a payer would even license IQVIA’s Sub-National information, it would be for the
purposes of internal analyses and strategic planning—not to manage an online provider
directory, for several reasons. First, IQVIA asserts that it would not comport with applicable
regulations for payers to update provider directories based on IQVIA’s Sub-National
information. Second, IQVIA’s licensing practice is to provide its Market Research Offerings to
clients for internal use only. Third, IQVIA’s Sub-National information is not developed or

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marketed by IQVIA for the purpose of payers’ directory management.

Finally, IQVIA argues

that it would be cost prohibitive for a payer to license IQVTA’s Sub-National information and
use whatever limited Healthcare Professional information may be contained thcrein to manage a
directory, because IQVJA’s Sub-National infonTiation is substantially morc expensive than its
Healthcare Professional information, and given the expense of linking the Healthcare
Professional information to a publicly available directory.
IQVIA further argues that providing Veeva with information on IQVIA’s disclosure of
Sub-National information would be a burdensome process that is not justified in light of the fact
that payers do not rely on this information to update their provider directories. IQVIA argues that
the burden would include: (1) analyzing tens of thousands of purchases of licensed Sub-National
Market Research Offerings to determine which Sub-National information provided to clients
even included information about identified healthcare professionals or healthcare organizations
(this type of detailed information is not generally available in IQVIA financial records, and it
would require extensive manual research in production or client service records to make that
determination); (2) analyzing information relating to hundreds of U.S. clients for each year in a
five year period to identi’ which recipients of Sub-National information were payers; (3) for
any clients that are not readily identifiable as payers or non-payers, engaging in research to
determine whether any of such clients are actually payers (Veeva has not provided IQVIA with a
list of payers it is interested in); and (4) in the event any such client is a payer, determining the
date and nature of the delivery of Sub-National information to that client and producing related
documents.

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Opinion
RFP Nos. 273-276 request information related to disclosure by IMS of Healthcare

Professional Data or Healthcare Organization Data. To determine whether these requests
encompassed Sub-National Information Offerings, the Special Master has careffilly examined the
Complaint and discovery requests at issue.
IQVIA’s Complaint explains that it provides clients with market research products that
combine healthcare data, market research and proprietary analytics. This is referred to as
IQVIA’s “Market Research Offerings.” There are two categories of IQVIA’s Market Research
Offerings. The first category is “Healthcare Professional Data Offerings.” This includes
information IQVIA acquires about healthcare professionals and healthcare organizations. The
second category is “Sub-National Information Offerings,” which consists of two types of
services: (I) sales information services, (e.g., DDD information services); and (2) prescription
information services (e.g., XPonent information services).
The Special Master does not believe RFP Nos. 273-276 expressly requested information
related to IQVIA’s Sub-National Information Offerings. Rather, the requests appear limited to
the first category of Market Research Offerings, IQVIA’s Heafthcare Professional Data
Offerings. The Special Master further notes that Veeva included definitions within its Second Set
of Requests for Production. Veeva specifically defined “Sales and Performance Data” as data
sometimes called “Sub-National Information Offerings,” data described in ¶37 of Veeva’s
Counterclaims, or data concerning pharmaceutical sales such as the consumption, prescription,
and administration of prescription drugs. REP Nos. 273-276 make no reference or request for
Sales and Performance Data. Accordingly, the Special Master does not believe that REP Nos.
273-276 expressly sought information related to IQVIA’s Sub-National Information Offerings

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and thus IQVIA’s responses to these requests did not need to encompass Sub-National
information Offerings.
However, Interrogatory No. 32 and RFP Nos. 310-315 plainly sought information that
included IQVIA’s Sub-National Information Offerings. Interrogatory No. 32 expressly states that
the request includes Sub-National Information Offerings. RFP Nos. 310-315 relèrences IQVIA
“data”, which was defined as “any life sciences Customer Reference Data or Sales and
Performance Data product or offering.” Sales and Performance Data was then defined as “(a)
data sometimes called Sub-National Information Offerings; (b) data described in ¶37 of Veeva’s
Counterclaims; or (c) data concerning pharmaceutical sales such as the consumption,
prescription, and administration of prescription drugs.”
The Special Master is not persuaded by IQVIA’s arguments that when it agreed to
produce information responsive to Interrogatory No. 32 and RFP Nos. 310-315 it was with the
understanding that Veeva’s requests pertained to the disclosure of Healiheare Professional
information to payers in the U.S. and not to the disclosure of Sub-National information.
In its opposition to Veeva’s second notion to compel, IQVJA could have specified that it
agreed to provide information limited to Healthcare Professional Data and then could have made
its burden and relevancy arguments with respect to production of the requested Sub-National
infonnation. IQVIA did not do this. Instead, IQVIA stated:
In response to Veeva’s Interrogatory No. 32 and Veeva’s RFP Nos. 310-315, and
based on Your Honor’s July 19, 2018 Order. which addressed the issue of payers,
IQVIA will provide responsive information pursuant to Your Honor’s July 19,
2018 Order. Thus, Veeva will receive the information it claims to seek Your
Honor to compel in this Motion, making any ruling on these requests moot.
The Special Master did not understand this representation to be a limitation to the
disclosure of Sub-National information. While the Special Master’s July 19, 2018 Order did not

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discuss the issue of Sub-National information with respect to payers, the Special Master fails to
see how reference to that Order signifies that IQVIA would not be providing information
responsive to the Sub-National information clearly sought in Interrogatory No. 32 and RFP Nos.
310-315. Moreover, had IQVIA intended to limit its response and not disclose Sub-National
information, the motion to compel would not have been moot, as stated by IQVIA, and the
Special Master could have ruled on the issue.
IQVIA has been represented by sophisticated counsel throughout this litigation. In its
opposition to Veeva’s second motion to compel, counsel for IQVIA represented that it would
provide responsive information to Interrogatory No. 32 and RFP Nos. 310-315 thus making any
ruling moot. While acknowledging that thosc reprcscntations were made by IQVIA’s former
counsel, the Special Master expects IQVIA to abide by its representations to the Court.
Accordingly, IQVIA is ordered to provide full and complete responses to Interrogatory No. 32
and RFP Nos. 310-315 within thirty days of the date of this order.

DENNIS M. CAVANAUGH,
Special Master
Date: September25, 2019

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.DJ. (Ret.)