Case 1:23-cv-06188-ER Document 56 Filed 08/02/23 Page 1 of 22

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORKFEDERAL TRADE COMMISSION,
Plaintiff,v.
Case No. 1:23-cv-06188-ER

IQVIA HOLDINGS INC.,
andPROPEL MEDIA, INC.
Defendants.

ANSWER AND DEFENSES
OF DEFENDANT IQVIA HOLDINGS INC.
Defendant IQVIA Holdings Inc. (“IQVIA”) hereby answers the Complaint of the Federal
Trade Commission (“FTC”). To the extent not specifically admitted, IQVIA denies the allegationsin the Complaint. To the extent the Complaint purports to quote from documents or testimony,
IQVIA refers to the documents or testimony themselves for their full contents and context. IQVIA
has not attempted to verify the accuracy of the quotations or that the documents or testimony exist
and denies the allegations to the extent the quotations are incomplete, inaccurate, or misleading,or to the extent the underlying documents or testimony do not exist. IQVIA’s use of theComplaint’s defined terms is solely for the Court’s convenience, and IQVIA denies that theComplaint has defined these terms appropriately.
PRELIMINARY STATEMENTIQVIA wants to acquire DeepIntent so that IQVIA can better compete in providing services
related to healthcare digital advertising to consumers and healthcare professionals (“HCPs”). The

Case 1:23-cv-06188-ER Document 56 Filed 08/02/23 Page 2 of 22

proposed transaction would benefit IQVIA’s customers and increase the overall level ofcompetition in healthcare digital advertising.
The FTC seeks to block IQVIA’s acquisition of DeepIntent on the basis that the acquisition
will substantially lessen competition in the FTC’s artificially narrow proposed market of“programmatic advertising targeted specifically at U.S. based HCPs on a one-to-one basis.” The
FTC’s case depends on the Court accepting this artificially narrow market and ignoring the many
competitors beyond the parties who provide services in this market and the massive entry andexpansion that has recently occurred in this industry. The FTC cannot carry its burden under thelaw, and its claims should be rejected.
DeepIntent provides demand side platform (“DSP”) services that facilitate programmatic
advertising—i.e., the automated purchase of advertising space on websites—on behalf ofhealthcare advertisers. Until recently, IQVIA did not have any business in digital healthcare
advertising. In, IQVIA entered a portion of the space as a data provider byacquiring a company that provided data about HCPs for use in digital advertising. In,

IQVIA expanded beyond data by acquiring Lasso, a digital advertising business that launched in2020. Lasso is not a DSP—instead, it is an “omnichannel” interface that connects to othertechnology providers. It relies on Microsoft’s Xandr DSP to allow its customers to engage inprogrammatic advertising, and it connects into multiple social media platforms.

IQVIA’s

proposed acquisition of DeepIntent would complement Lasso’s capabilities with DeepIntent’s
DSP technology and direct-to-consumer (“DTC”) and connected TV advertising capabilities that
Lasso does not have.
While the FTC asserts that the relevant market is “programmatic advertising targeted
specifically at U.S. based HCPs on a one-to-one basis,” the Complaint also admits that healthcare2Case 1:23-cv-06188-ER Document 56 Filed 08/02/23 Page 3 of 22

digital advertising is a $14 billion industry that is experiencing rapid growth and numerous new
entrants. Yet the FTC is challenging the combination of two companies that together had onlyin spending on their platforms last year—only aboutof the healthcare digitaladvertising industry. The FTC’s focus on one particular subset of healthcare digital advertisingexcludes many other ways that advertisers can and do display digital advertisements to HCPs.
Even within the FTC’s narrow market, the merging parties face competition from many playersthat can and do advertise to HCPs programmatically. These competitors include large DSPs thatserve many industries—such as Google, The Trade Desk, AdTheorent, Amobee, and others, which
the FTC dismisses because they do not limit their activities to healthcare advertising (i.e., they
support healthcare advertising as well as advertising in other industries)—as well as multiple
healthcare-focused DSPs. The FTC also ignores the extensive entry and expansion that has
occurred recently, including just this year, which belie any claim that the parties would havemarket power post-transaction.
Aside from its misguided market definition and ignoring the extensive and increasing
competition even within the FTC’s narrow market, the FTC also alleges that the acquisition willallow IQVIA to withhold data from DSPs competing with DeepIntent and from pharmaceuticalcompanies unless they use DeepIntent. This assertion is flawed in numerous ways, including thatmost of the FTC’s allegations regarding IQVIA’s data relate to data offerings that have little ornothing to do with digital advertising, that there are many alternatives to IQVIA’s data in digitaladvertising, and that other DSPs and pharmaceutical companies are not reliant on IQVIA data for
digital advertising. Moreover, the notion that IQVIA would jeopardize its long term, multi-faceted
relationships with pharmaceutical companies to attempt to divert business to a newly acquired
DeepIntent is economically irrational and is belied by IQVIA’s longstanding and consistent “data3Case 1:23-cv-06188-ER Document 56 Filed 08/02/23 Page 4 of 22

everywhere” strategy that focuses on making widely available the IQVIA datasets that are used in
HCP programmatic advertising.
The FTC’s claim lacks merit and should be rejected.
GENERAL ANSWER TO THE FTC’S COMPLAINT
Except to the extent specifically stated, IQVIA denies each and every allegation containedin the Complaint.
The FTC’s unnumbered introductory paragraphs characterize this action and assert legal
arguments and conclusions to which no response is required. To the extent such a response isrequired, IQVIA denies the allegations in the FTC’s unnumbered introductory paragraphs.
IQVIA additionally denies that the FTC is entitled to any of the relief sought in paragraph
133 of the Complaint.
IQVIA reserves the right to amend and/or supplement this Answer at a later stage of theproceedings as permitted by the Federal Rules of Civil Procedure.
SPECIFIC RESPONSES TO THE FTC’S ALLEGATIONS
1.

IQVIA admits that it is a Fortune 500 company and proposes to acquire Propel,

which owns DeepIntent. IQVIA admits that programmatic advertising is a form of automatedmatching between buyers and sellers of advertising space. IQVIA denies the remaining allegationsin this paragraph.
2.

IQVIA admits that pharmaceutical and biotechnology companies and theiradvertising agencies use DSPs, as well as other solutions, to engage in digital advertising toconsumers and HCPs. IQVIA admits that healthcare digital advertising is at least a $14 billion
industry and that this industry continues to grow. IQVIA admits that programmatic advertising to
HCPs is a subset of the total healthcare digital advertising industry and that it has grown in recent

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years due in part to the COVID-19 pandemic. IQVIA denies the remaining allegations in thisparagraph.
3.

IQVIA admits that DSPs enable programmatic advertising campaigns that candeliver information to HCPs and consumers. IQVIA denies the remaining allegations in thisparagraph.
4.

Denied.

5.

IQVIA admits that its offerings to life science customers include market researchdata, analytics, clinical research services, laboratory services, technology solutions, and otherservices. IQVIA admits that it licenses market research data to stakeholders across multiple
segments, but denies that its data licensed outside of IQVIA’s digital advertising business arelicensed for digital advertising purposes. IQVIA admits that, starting in November 2019 when it
acquired MedData Group, IQVIA has provided HCP audiences for use in HCP programmatic
advertising. IQVIA denies the remaining allegations in this paragraph.
6.

In addition, to the extent this paragraph of the Complaint isquoting from documents, IQVIA refers the Court to the documents for their full contents andcontext. IQVIA denies the remaining allegations in this paragraph.
7.

Denied.

8.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
9.

Denied.

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10.

IQVIA admits that it is one of many data providers that offers HCP data that canbe used in programmatic advertising. IQVIA denies the remaining allegations in this paragraph.
11.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
12.

IQVIA admits that it acquired MedData Group (“MedData”) in

Marketing Solutions (“DMD”) in
approximately

and DMDand that the combined acquisition prices were

. In addition, to the extent this paragraph of the Complaint is quoting

from documents, IQVIA refers the Court to the documents for an accurate and complete statementof their contents. IQVIA denies the remaining allegations in this paragraph.
13.

Denied.

14.

Denied.

15.

Denied.

16.

Denied.

17.

This paragraph purports to state conclusions of law to which no response isrequired.
18.

This paragraph purports to state conclusions of law to which no response isrequired.
19.

This paragraph purports to state conclusions of law to which no response isrequired.
20.

This paragraph purports to state conclusions of law to which no response isrequired.
21.

This paragraph purports to state conclusions of law to which no response isrequired.

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22.

IQVIA denies that it was founded in 1982. IQVIA denies that it was “formerly

IMS Health,” as it was created by the merger between Quintiles Transnational Holdings, Inc. andIMS Health Holdings, Inc. In addition, to the extent this paragraph of the Complaint is quoting
from documents, IQVIA refers the Court to those documents for an accurate and complete
statement of their contents. IQVIA admits the remaining allegations in this paragraph.
23.

IQVIA admits that it purchased MedData, DMD, and Lasso within the last four

years. IQVIA admits that Lasso’s customers include advertising agencies and pharmaceuticalmanufacturers. IQVIA denies the remaining allegations in this paragraph.
24.

IQVIA admits that Propel is a Delaware company headquartered in Jackson,

Wyoming, and that Propel owns DeepIntent. IQVIA admits that DeepIntent is headquartered in
New York. In addition, to the extent this paragraph of the Complaint is quoting from documents,
IQVIA refers the Court to the documents for their full contents and context. IQVIA denies theremaining allegations in this paragraph.
25.

IQVIA denies the remaining allegations in this paragraph.
26.

IQVIA admits that the FTC initiated an administrative proceeding to determine

whether the Proposed Acquisition is unlawful. The remainder of this paragraph purports to state
conclusions of law to which no response is required.
27.

IQVIA admits that “[d]igital advertising includes advertising on any type of digital

site, including websites, applications, email, social media, and connected TV devices like Roku orApple TV.” IQVIA denies the remaining allegations in this paragraph.

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28.

IQVIA admits that programmatic digital advertising can be characterized as the“automation of digital media buying.” IQVIA admits that an advertiser and publisher can agree
to execute an advertising campaign on a publisher’s site. In addition, to the extent this paragraphof the Complaint is quoting from documents or sworn testimony, IQVIA refers the Court to the
documents and transcript for their full contents and context.

IQVIA denies the remaining

allegations in this paragraph.
29.

IQVIA admits that DSPs facilitate the programmatic buying of digital advertising

space. IQVIA denies the remaining allegations in this paragraph.
30.

IQVIA admits that DSPs can facilitate advertising to consumers and HCPs. IQVIA

admits that DSPs can provide information to HCPs 1:1. IQVIA denies the remaining allegationsin this paragraph.
31.

Denied.

32.

IQVIA admits that there are many ways to build HCP audiences. IQVIA denies

the remaining allegations in this paragraph.
33.

IQVIA admits that identity graphs can convert lists of HCPs into digital identities,

but denies that DeepIntent is an identity graph. IQVIA admits that DSPs can provide information
to HCPs using their digital identities. In addition, to the extent this paragraph of the Complaint isquoting from documents, IQVIA refers the Court to the documents for their full contents andcontext. IQVIA denies the remaining allegations in this paragraph.
34.

Denied.

35.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments or sworn testimony, IQVIA refers the Court to the documents and deposition transcripts
for an accurate and complete statement of their contents.

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36.

Denied.

37.

Denied.

38.

IQVIA admits that programmatic advertising can be used to advertise to HCPs.

IQVIA denies the remaining allegations in this paragraph.
39.
IQVIA admits that substantially all HCPs practicing medicine in
the United States have NPIs assigned by the Centers for Medicare and Medicaid Services and thatthese NPIs can be used in providing information to HCPs. IQVIA denies the remaining allegationsin this paragraph.
40.

Denied.

41.

IQVIA admits that data about HCPs from many data providers can be used in HCP

programmatic advertising, but denies that this data is “specialized” or “detailed” or “unique.”
IQVIA denies the remaining allegations in this paragraph.
42.

IQVIA admits that HCPs have NPI numbers that are publicly available and that

NPIs can be used in advertising to HCPs. IQVIA denies the remaining allegations in thisparagraph.
43.

Denied.

44.

IQVIA admits that healthcare advertisers can advertise to consumers and HCPs on

both medical-related sites and non-medical sites. IQVIA denies the remaining allegations in thisparagraph.
45.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.

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46.

IQVIA admits that DTC programmatic advertising can cost less than HCP

programmatic advertising on a per thousand impressions basis. In addition, to the extent thisparagraph of the Complaint is quoting from documents or deposition testimony, IQVIA refers the
Court to the documents or transcripts for their full contents and context. IQVIA denies theremaining allegations in this paragraph.
47.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
48.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context
49.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context
50.

Denied.

51.

Denied.

52.

IQVIA denies the remaining allegations in this paragraph.
53.

Denied.

54.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
55.

IQVIA admits that DeepIntent provides DSP services and that DeepIntent

Outcomes is a measurement tool that DeepIntent offers. In addition, to the extent this paragraphof the Complaint is quoting from documents, IQVIA refers the Court to the documents for theirfull contents and context. IQVIA denies the remaining allegations in this paragraph.

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56.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
57.

IQVIA admits that Lasso is not a DSP and instead relies on Microsoft’s DSP Xandr

for programmatic advertising. However, IQVIA denies that Lasso “licenses” Xandr. IQVIA
admits that Lasso sometimes has marketed itself as an “omnichannel” platform. In addition, to theextent this paragraph of the Complaint is quoting from documents, IQVIA refers the Court to the
documents for their full contents and context. IQVIA denies the remaining allegations in thisparagraph.
58.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
59.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
60.

IQVIA denies the remaining allegations in thisparagraph.
61.
To the extent this paragraph of the Complaint is quoting from documents, IQVIA refers
the Court to the documents for their full contents and context. IQVIA denies the remaining
allegations in this paragraph.
62.

Denied.

63.

Denied.

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64.

Paragraph 64 purports to state conclusions of law to which no response is required.

To the extent a response is required, IQVIA denies the allegations in this paragraph.
65.

Denied.

66.

Denied. In addition, to the extent this paragraph of the Complaint refers to

documents and testimony, IQVIA refers the Court to the documents and testimony for their fullcontents and context.
67.

Denied.

68.

Denied.

69.

Denied.

70.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
71.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
72.

Denied.

73.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
74.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
75.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
76.

Denied.

77.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.

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78.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
79.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
80.

Denied.

81.

Denied.

82.

Denied.

83.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
84.

IQVIA admits that it licenses particular data to some DSPs and to somepharmaceutical manufacturers, advertising agencies, and life sciences entities, but denies that theterm “healthcare data” is a relevant or useful way to describe the specific data at issue. IQVIA
admits it has a third-party access program that allows IQVIA’s customers to use IQVIA licensed
data with third-parties at no additional cost. IQVIA denies the remaining allegations in thisparagraph.
85.

Denied.

86.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
87.

Denied.

88.

Denied.

89.

IQVIA admits that identity graphs can link HCPs to their digital identities. IQVIA

denies the remaining allegations in this paragraph.
90.

Denied.

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91.

IQVIA admits that it acquired MDG inand DMD in. In addition, to theextent this paragraph of the Complaint is quoting from documents, IQVIA refers the Court to the
documents for their full contents and context. IQVIA denies the remaining allegations in thisparagraph.
92.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
93.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
94.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
95.

Denied.

96.

Denied.

97.

Denied.

98.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
99.
In addition, to the extent
this paragraph of the Complaint is quoting from documents, IQVIA refers the Court to the
documents for their full contents and context. IQVIA denies the remaining allegations in thisparagraph.
100.

Denied.

101.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.

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102.

Denied.

103.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
104.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
105.

Denied.

106.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
107.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
108.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
109.

Denied.

110.

Denied.

111.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
112.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
113.
IQVIA denies theremaining allegations in this paragraph.
114.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.

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115.

Denied.

116.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
117.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
118.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
119.

Denied.

120.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
121.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
122.

IQVIA admits that MediaMath was reported to have filed for bankruptcy on June30, 2023. IQVIA denies the remaining allegations in this paragraph. In addition, to the extent thisparagraph of the Complaint is quoting from documents or sworn testimony, IQVIA refers the Court
to the corresponding documents and transcripts for their full contents and context.
123.

Denied.

124.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
125.

Denied.

126.

Denied. In addition, to the extent this paragraph of the Complaint is quoting fromdocuments, IQVIA refers the Court to the documents for their full contents and context.
127.

Denied.

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128.

The answers to Paragraph 1 through 127 above are incorporated by reference

129.

Denied.

130.

This paragraph purports to state conclusions of law to which no response isrequired.
131.

This paragraph purports to state conclusions of law to which no response isrequired.
132.

This paragraph purports to state conclusions of law to which no response isrequired.
133.

This paragraph purports to state conclusions of law to which no response isrequired.
AFFIRMATIVE DEFENSES
IQVIA asserts the following defenses without assuming the burden of production, proof,
or persuasion where such burden rests on the FTC. IQVIA has not knowingly or intentionallywaived any applicable defense and reserves the right to assert and rely upon other applicabledefenses that may become available or apparent throughout the course of the action.
1.

The Complaint fails to state a claim upon which relief can be granted.

2.

The Complaint fails to allege a plausible relevant product market or markets.

3.

The Complaint fails to allege a plausible relevant geographic market.

4.

The FTC cannot show that IQVIA, Lasso, or DeepIntent have market power either
pre- or post-transaction in any plausible relevant market.

5.

The FTC cannot show that the acquisition will result in substantial harm tocompetition in any plausible relevant market.

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6.

The transaction will result in substantial efficiencies, synergies, and otherprocompetitive effects. These benefits will outweigh any anticompetitive effects.

7.

Entry, expansion, and repositioning will be timely, likely, and sufficient to prevent
substantial harm to competition.

8.

The FTC cannot show that IQVIA has the ability or the incentive to restrict theavailability of data used in the alleged relevant market.

9.

The injunctive relief the Complaint seeks is inconsistent with the public interestand the balance of the equities and alternative injunctive relief would adequately
address the alleged harms to competition.

10.

The FTC’s parallel administrative proceedings are invalid and unconstitutional
because the structure of the FTC violates the U.S. Constitution (including Article
II) and the separation of powers. The Commissioners are protected from at-willremoval by the President, and instead may be removed only upon a finding of“inefficiency, neglect of duty, or malfeasance in office.”

The FTC exercises

quintessentially executive powers, including by prosecuting actions in its own name inboth administrative proceedings and federal courts. Because the FTC exercises
executive powers, the Commissioners cannot constitutionally be shielded fromfor-cause removal by the President, as this limitation on the President’s ability tooversee and control the exercise of Executive authority violates the U.S. Constitution
and the separation of powers.
11.

The FTC’s parallel administrative proceedings are invalid and unconstitutional
because the FTC is designed as a bipartisan independent agency, but the deliberations

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relating to the complaint and the vote thereon involved only three Democratic
Commissioners, with no Republic Commissioners participating.
12.

The absence of bipartisan deliberations also is an independent and supporting reason
that the Commissioners’ protection from for-cause removal is unconstitutional and in
violation of the separation of powers.

13.

The FTC’s parallel administrative proceedings are invalid and unconstitutional under
the Fifth Amendment Due Process Clause because they deprive IQVIA of a fair
opportunity to rebut the government’s factual assertions before a neutral
decisionmaker. The Commissioners act as both the prosecutors in that action—
deliberating and voting on the filing of the complaint—and the ultimate administrative
adjudicators. That combination of executive and adjudicative authority in a proceeding
is unconstitutional and raises an intolerably high risk of an unfair proceeding. Thisviolation is exacerbated by the FTC’s amendment of its own adjudication rules onJune 23, 2023 to provide that the ALJ’s decision in proceedings such as these isnothing more than a “recommendation” to the Commissioners.

14.

The FTC’s parallel administrative proceedings are invalid and unconstitutional under
the Fifth Amendment Equal Protection Clause because they expose persons andentities to differential treatment for arbitrary reasons. The FTC and the Department ofJustice divide up challenges to proposed mergers based on nonpublic and, on
information and belief, arbitrary internal operating rules. The decision of whether the
FTC or the Department of Justice will prosecute a challenge to a proposed merger has
significant implications for the procedural rights of the defendants. Those implications
include, but are not limited to, the forum for adjudication of the merits, the identity of19

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the ultimate factfinder, the substantive standard for liability, the applicable procedural
rules, and the standard for appellate review. There is no rational basis for thisdifferential treatment, and reducing IQVIA’s procedural and substantive rights without
a rational basis violates the Equal Protection Clause.
15.

The FTC’s parallel administrative proceedings are invalid and unconstitutional
because adjudication of the FTC’s Complaint by the ALJ violates the U.S.
Constitution (including Articles II and III) and the separation of powers. ALJs
enjoy two levels of removal protection—they are removable by the Commissioners
only “for cause” by the Merit System Protection Board, whose members themselves
may be removed “only for inefficiency, neglect of duty, or malfeasance in office.”This dual layer of insulation from Executive oversight is unconstitutional.

16.

The FTC’s charges under Section 5 of the Federal Trade Commission Act are
unlawful to the extent the FTC purports to apply Section 5 beyond the scope of theSherman and Clayton Acts.

17.

Any potential claims or assertions by the FTC that IQVIA’s prior acquisitions of
Lasso, DMD, or MDG substantially lessened competition in any relevant market
are barred by the doctrines of estoppel and laches.

18.

The doctrine of equitable estoppel binds the FTC to the claims, assertions, andadmissions made by the U.S. Government about the digital advertising industry in
the lawsuit currently pending against Google in the Eastern District of Virginia
under Section 1 and Section 2 of the Sherman Act that, among other things, allegesthat Google is a monopolist in digital advertising and that Google has a significant
market share as a DSP.

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PRAYER FOR RELIEF
WHEREFORE, IQVIA respectfully requests that the Court enter an order:1.

Denying the FTC’s contemplated relief;

2.

Dismissing the Complaint in its entirety with prejudice;

3.

Awarding IQVIA its costs of suit; and4.

Awarding such other and further relief as the Court may deem proper.

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Dated: August 2, 2023
Respectfully submitted,/s/ Chantale Fiebig
Chantale Fiebig
Mark A. Perry
Joshua M. Wesneski
WEIL, GOTSHAL & MANGES LLP
2001 M Street NW, Suite 600
Washington, DC 20036
Chantale.fiebig@weil.com
Mark.perry@weil.com
Joshua.wesneski@weil.com
Kenneth Reinker
CLEARY GOTTLIEB STEEN & HAMILTON LLP
2112 Pennsylvania Avenue, NW
Washington, DC 20037
Tel: (202) 974-1500
kreinker@cgsh.com
Rahul Mukhi
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty PlazaNew York, NY 10006
Tel: (212) 225-2000
rmukhi@cgsh.com
Counsel for Defendant IQVIA Holdings Inc.

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