CELEX: 32014M7337
Language: en
Date: 2014-12-19 00:00:00
Title: Commission Decision of 19/12/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7337 - IMS HEALTH / CEGEDIM BUSINESS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 19.12.2014
C(2014) 10252 final

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|To the notifying party:                                                |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7337 – IMS Health / Cegedim Business
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation  No 139/2004[1]  and  Article  57  of  the
Agreement on the European Economic Area[2]

 1) On 4 November 2014, the European Commission received a notification of a  proposed  concentration  pursuant  to  Article  4  of  the  Merger
    Regulation by which IMS Health, Inc. (“IMS” or the “Notifying Party”)  acquires  within  the  meaning  of  Article  3(1)(b)  of  the  Merger
    Regulation sole control over part of Cegedim S.A. (“Cegedim”)’s Customer Relationship Management and Strategic Data businesses (the “Cegedim
    Business”) by way of purchase of assets (the “Transaction”). IMS and the Cegedim Business are collectively referred to as the “Parties”.

       THE PARTIES

 2) IMS is a public company of the United States listed on the New York Stock Exchange (“NYSE”). IMS’ shares are currently held by  TPG  Holding
    (“TPG”) (48.11%), CPP Investment Board Private Holdings, Inc. (“CPPIB”) (20.18%), Green Equity (8.29%) and the IMS’ management (0.89%).  The
    remainder of IMS’ shares (22.53%) are floating on the NYSE. Given the level of its shareholding and the evidence resulting from the presence
    of shareholders in the shareholders' meetings in previous years,[3] the Commission considers that TPG is highly likely to achieve a majority
    at the shareholders' meetings of IMS and therefore TPG currently exercises de facto sole control over IMS.

 3) The Cegedim Business currently forms part of the French company Cegedim.

 4) Both IMS and the Cegedim Business are active in the information and technology sector and provide companies active  in  the  pharmaceutical,
    biotech, life sciences and healthcare sectors with solutions to measure and improve their performance.

       THE CONCENTRATION

 5) On 17 October 2014, IMS and Cegedim entered into an agreement, whereby IMS  will  acquire  sole  control  over  the  Cegedim  Business.  The
    Transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

 6) The Transaction meets the turnover thresholds of Article 1(2) of the Merger Regulation. The undertakings concerned have a combined aggregate
    world-wide turnover of more than EUR 5 000 million[4] in (TPG: EUR […]; the Cegedim Business: […]). Each of them has an EU-wide turnover  in
    excess of EUR 250 million (TPG: EUR […]; the Cegedim Business: […]), but they do not achieve more than two-thirds of their aggregate EU-wide
    turnover within one and the same Member State. The Transaction therefore has a Union dimension.

       MARKET DEFINITION

1 Introduction - Information and technology services for the pharmaceutical industry

 7) To more effectively target their investment and marketing efforts, pharmaceutical companies rely  on  information  and  technology  services
    companies such as IMS and Cegedim, including the Cegedim Business, which provide them  with  a  variety  of  products  and  services.  These
    products and services include different types of information and datasets, services and  software  solutions,  which  enable  pharmaceutical
    companies to improve their research and development, sales, promotional and marketing efforts. In this context, data, software and  services
    are functionally related, as the services and software provided to pharmaceutical companies are based on datasets,  which  are  a  necessary
    input for the performance of the software or the delivery of the service.

 8) In the following paragraphs, the Commission briefly describes the various types  of  data,  technology  services  and  software  offered  to
    pharmaceutical companies, the relationships between these data and services, and the relevant activities of the Parties in this area.

1 Types of data offered to pharmaceutical companies

 9) Pharmaceutical companies rely on several types of data that enable them to improve their sales, marketing  and  promotional  activities.  As
    mentioned, these data are also an important input for  several  related  services  and  software,  which  can  either  be  provided  to  the
    pharmaceutical companies by specialised third parties, or be produced by the pharmaceutical companies themselves.

10) The following types of data are examined below: (1) healthcare professional databases;  (2) sales  tracking  data;  and  (3)  data  for  the
    provision of real world evidence ("RWE") and primary market research ("PMR") services.[5]

1 Healthcare professional databases

11) Healthcare professional databases contain information about healthcare professionals to assist pharmaceutical companies’ sales and marketing
    efforts. Two different sets of data concerning healthcare professionals can be distinguished:

a. Healthcare professional contact details comprise the name, position, organisation to which a  healthcare  professional  belongs,  as  well  as
   contact details of the healthcare professional (address, telephone number, etc.),  and  can  be  organised  by  geographical  locations.  Some
   pharmaceutical companies provide their sales representatives with these contact details  to  facilitate  contact  with  individual  healthcare
   professionals. Others use these databases for direct marketing campaigns aimed at healthcare professionals.

b. Healthcare professional profile information is qualitative information concerning,  for  instance,  a  healthcare  professional's  prescribing
   behaviour, the professional's specialties or areas of expertise.

12) Healthcare professional data can be an input for various  types  of  software  and  services  used  by  pharmaceutical  companies  in  their
    promotional and sales activities. For instance, the data can be uploaded on the Customer Relation Management  (“CRM”)  software  or  on  the
    Master Data Management (“MDM”) software used by a pharmaceutical company for the purpose of its promotional and sales activities.[6]

13) Healthcare professional data can be sold by providers on a stand-alone basis or together with other relevant software or services. Customers
    (mainly pharmaceutical companies) often rely upon different providers for the databases on the one hand and for CRM and/or MDM  software  on
    the other hand.

14) IMS has no offering of healthcare professional databases in the EEA.[7] [Details of IMS’ internal reference database]

15) In the EEA, the Cegedim Business is active in the provision of healthcare professional contact details and healthcare  professional  profile
    information with its OneKey database. It also offers various ancillary services, such as  OneKey  Digital  (which  provides  information  on
    healthcare professionals’ internet activities) and Market Access (which  provides  information  on  key  stakeholders,  such  as  healthcare
    regulatory authorities and healthcare technology assessment bodies that influence prescribing tendencies).

2 Sales tracking data

16) Sales tracking data enable a pharmaceutical company to monitor and analyse the sales performance of its products in  order  to  improve  its
    sales and marketing activities. Sales tracking data can relate both to prescription  and  over-the  counter  (“OTC”)  drugs  and  healthcare
    products.

17) Sales tracking data also constitute an input for various software and services. By way of example, the data  can  be  uploaded  on  the  MDM
    software used by a pharmaceutical company for the purpose of assessing and evaluating its promotional and sales activities.

18) Sales tracking data can be sold by providers on a stand-alone basis or together  with  other  data  or  services.  Pharmaceutical  companies
    typically purchase sales tracking data and other types of data (such as healthcare professional databases) or software (such  as  MDM)  from
    different providers.

19) In the EEA, IMS is active in the provision of the following types of sales tracking data and ancillary services to pharmaceutical companies:

a. Sales tracking data on prescription products. IMS provides sales tracking data on  prescription  drugs  based  on  information  received  from
   pharmaceutical wholesalers (also known as wholesaler, or “sell-in” data),  pharmacies  (also  known  as  prescription,  or  “sell-out”  data),
   hospitals, and other sources.

b. Sales tracking data on OTC products. IMS also provides wholesaler and  pharmacy  sales  tracking  data  for  OTC  drugs  and  consumer  health
   products.

c. Market intelligence services. IMS offers certain services that provide a broader view  of  developments  in  the  healthcare  industry.  These
   include Midas and Midas Prescribing Insights, which are based on IMS' sales tracking data.

20) IMS provides its sales tracking data to pharmaceutical companies on the basis of a predefined  geographical  segmentation  known  as  “brick
    structure”. The brick structure allows sales data to be broken down into a small, useful geographic areas with equal sales potential, called
    ‘bricks’, while avoiding the identification of sales to individual  pharmacies/customers.  The  latter  is  necessary  for  data  protection
    purposes. Sales data are thus organised and formatted according to the brick structure and delivered to pharmaceutical companies, which then
    process the data internally or pass them on to service providers for analysis. In this sense, the brick structure is a  tool  for  comparing
    market shares and market performance of pharmaceutical products.

21) The IMS brick structure is used by pharmaceutical companies to organise their sales forces and marketing efforts, and has been  acknowledged
    as the de facto standard for the pharmaceutical industry. Several respondents to the market investigation highlighted in their replies  that
    IMS’ bricks have become an indispensable underlying structure for the provision of healthcare professional databases, CRM and  MDM  software
    to pharmaceutical companies. Indeed, the overwhelming majority of pharmaceutical companies buy and use  IMS's  sales  tracking  data[8]  and
    therefore want all other products and services to be interoperable with IMS’ sales tracking data. Such interoperability is possible  through
    the IMS bricks.[9] Thanks to the brick structure it is indeed possible to (i) connect and combine various datasets from different sources in
    a consistent manner; and (ii) operate a CRM or MDM software capable of accessing, reading and integrating various datasets. [10]

22) For this reason, providers of other types of data, such as healthcare professional databases, also organise their datasets on the  basis  of
    the IMS brick structure, to ensure compatibility and interoperability of datasets, so that pharmaceutical companies can read  combined  data
    from different sources. Similarly, CRM and MDM software providers also need their software to be able  to  operate  on  the  basis  of,  and
    interact with, the IMS brick structure, so that the CRM or MDM may properly perform its functions. Accordingly, the IMS brick  structure  is
    an essential input in the eco-system in which IT services to pharmaceutical companies operate.

23) The Cegedim Business is not active in the provision of sales tracking data. Cegedim provides sales tracking data through the Groupement pour
    l’élaboration et la réalisation de Statistiques (“GERS”), an Economic Interest Grouping created by pharmaceutical companies, which  provides
    hospital, wholesaler, and pharmacy sales data services in France and Romania. Cegedim’s sales tracking data are also organised according  to
    its own proprietary brick structure, the unité géographique d’analyse (“UGA”).  However,  the  GERS  is  excluded  from  the  scope  of  the
    Transaction, as it is not part of the Cegedim Business that IMS will acquire.

3 PMR and RWE data

24) Information and technology providers also use other types of data to deliver services to pharmaceutical  companies.  For  instance,  certain
    data are a key input for the delivery of services in primary market research (“PMR”) and for the provision of real  world  evidence  (“RWE”)
    services.

25) PMR services involve canvassing healthcare professionals’ views on  promotional  activities  of  pharmaceutical  companies  and  other  non-
    promotional issues by sending them questionnaires and collating the responses into reports. The PMR data are then used to  compile  studies,
    sometimes offered in combination with consulting services.

26) RWE services are based on observational studies and on data collected on actual patient experiences and actual use of  a  product  in  “real
    life’ clinical practice (i.e., outside the controlled environment of pre-launch clinical trials).

27) Both IMS and the Cegedim Business are active in the provision of PMR services and maintain their own databases of  pre-collected  PMR  data,
    which they use for the purpose of delivering their services.

28) Moreover, IMS is active in the provision of RWE services and maintains its own  databases  for  this  purpose.  The  Cegedim  Business  also
    provides RWE services, but does not own RWE databases. While Cegedim currently operates its own RWE database, such database is  outside  the
    scope of the Transaction and will be retained by Cegedim.

29) Given that PMR and RWE databases are closely related to the provision of the PMR and RWE services, they  are  described  below  in  Sections
    4.1.3.3 and 4.1.3.4 of this Decision concerning the respective services.

2 Licensing of data to third party service providers – Third Party Access Agreements (TPAA)

30) In the pharmaceutical industry, the relevant data, on the one hand, and the services or software related to those data, on the  other  hand,
    may belong to, and be delivered by, different providers. As a result, depending on the circumstances, pharmaceutical companies  can  produce
    the services or software in-house, or source both data and the services or software from the same provider, or purchase the  data  from  one
    provider and the related services or software from a different provider. In the latter case, given that data are a  necessary  input  for  a
    service to be provided or for software to function properly, the provider of the service or software needs to be able to access and use  the
    data to meet the customer’s request.

31) For that purpose, when a pharmaceutical company stipulates a contract for the provision of a service or software with a service or  software
    provider and obtains the data from a different provider, it also enters into a so-called Third Party Access Agreement (“TPAA”) with the data
    provider. On the basis of this TPAA, the third party providing the service or software is authorised to access and use the  dataset  of  the
    data provider to deliver the relevant service or software to the pharmaceutical company. These TPAAs are indispensable for  the  third-party
    provider of the service or software to perform the service or enable the functioning of the software.

32) IMS and the Cegedim Business both have entered into TPAAs to license their data  to  third-party  providers  of  services  and  software  to
    pharmaceutical companies.

33) In particular, IMS licences to third-party providers through TPAAs: (i) its sales tracking data, which are an input, among others,  for  MDM
    software; (ii) the underlying brick structure of its sales tracking data, which is an input for each of healthcare  professional  databases,
    CRM and MDM software; and (iii) its RWE and PMR databases, which are necessary for the provision of, respectively, RWE and PMR services.

34) The Cegedim Business licences to third-party providers through TPAAs: (i) its healthcare professional databases, which are an input for each
    of CRM and MDM software; and (ii) its PMR databases which are required for the delivery of PMR services. As explained, Cegedim also has  RWE
    databases, which it will retain post-Transaction, whereas Cegedim’s RWE services are included in the Cegedim Business that IMS will acquire.
    Post Transaction IMS will acquire a […] license for Cegedim's RWE database; Cegedim will  remain  free  to  license  its  RWE  databases  to
    competitors of IMS in the provision of RWE services.

3 Types of services and software offered to pharmaceutical companies

35) In addition to data, pharmaceutical companies rely on various sets of services  and  technology  solutions  to  monitor  and  improve  their
    business and their research and development, sales, promotional and  marketing  efforts.  Most  of  these  services  and  software  rely  on
    underlying data as an input to properly perform their functions. As explained above, pharmaceutical companies often obtain the  services  or
    software on the one hand and the necessary data on the other hand from different providers, and rely on TPAAs to enable the data of a  given
    provider to be used with the service or software of another provider.

36) The following types of  services  and  software  are  examined  below:  (1) customer  relation  management  ("CRM")  software;  (2) business
    intelligence solutions; (3) PMR services; (4) RWE services; and (5) consulting and marketing services.

1 CRM software

37) CRM software helps pharmaceutical companies manage their customer interactions by organising, automating and synchronising data from  sales,
    marketing, customer database, customer service and technical functions. CRM software consists of pieces of software  that  collate  sets  of
    data and display them in a user friendly manner. CRM software  enables  companies  to  improve  customer  relationships,  to  enhance  sales
    effectiveness, optimise data quality, and to mitigate regulatory compliance risks.

38) Both the Cegedim Business and IMS are active in the provision of CRM software in the EEA. In addition, the  Cegedim  Business  licences  its
    healthcare professional databases to other competing providers of CRM services by means of TPAAs, whereas IMS allows CRM providers to access
    and use the IMS brick structure on their software.

2 Business intelligence solutions, including Master Data Management (MDM) software

39) Business intelligence solutions include technologies and services that help customers organise information  from  disparate  sources  within
    their business, by tracking, managing, and analysing data, to inform and support decision-making.

40) One particular type of business intelligence solution, which pharmaceutical companies rely upon, are data management  structuring  services.
    These services help pharmaceutical companies organise data by identifying data sources within their business, collecting data in  a  central
    repository, and integrating data in a structure that facilitates consistent extraction for analysis. Management structuring services include
    MDM software, which relates to the integration of information across a system.

41) The integration of information performed by the MDM can relate to: the acquisition of data (i.e., helping customers understand how to access
    data, the consistency of data, and how  data  change  over  time);  transforming  data  (i.e.,  aggregation,  matching,  consolidation,  and
    verification); and publicising data (i.e., the use of data, including the delivery of a work product to the end-customer or the  interaction
    with a software application).

42) MDM software is used whenever a given dataset is integrated with another dataset, or when a dataset is used  as  an  input  for  a  software
    application. In the healthcare industry, MDM software is used for the integration of information, for instance of  healthcare  professionals
    (data from the client’s own records is combined with that of a third party service such as OneKey), and when multiple data sets are required
    for a CRM software solution or other business application.

43) Data are an input for the functioning of MDM software. Such data includes healthcare professional databases and/or sales tracking data. When
    the provider of the MDM software is different from the supplier of the healthcare professional databases and/or the sales tracking data, the
    pharmaceutical company enters into a specific TPAA with the data provider(s) and the MDM provider so that the data may be  uploaded  on  the
    third party’s MDM system.

44) Within business intelligence solutions, both the Cegedim Business and IMS offer MDM software in the EEA. In addition, IMS licenses its sales
    tracking data (and the underlying brick structure) to competing MDM providers through TPAAs, whereas the Cegedim Business does the same  for
    its healthcare professional databases.

3 PMR services

45) PMR services involve canvassing healthcare professionals’ views on  promotional  activities  of  pharmaceutical  companies  and  other  non-
    promotional issues. PMR services are based on the collection of qualitative and quantitative data on  the  healthcare  sector.  PMR  service
    providers collect the data from answers to questionnaires (in electronic or paper  format)  to  panels  of  healthcare  professionals.  Such
    questionnaires can be standardised and sent to a standing panel of healthcare professionals, or customised and sent to an ad  hoc  panel  of
    healthcare professionals. The PMR data are then used to  compile  studies,  sometimes  offered  in  combination  with  consulting  services.
    Providers of PMR services in some instances maintain their own internal databases of collected data,  which  they  may  use  for  subsequent
    studies.

46) Pharmaceutical companies can purchase PMR services from a single service (PMR data and study) provider, or can request (only) the  PMR  data
    on a standalone basis and then carry out their own PMR study. Pharmaceutical companies can also obtain PMR data from one provider  and  then
    request a third-party consulting company (different from the PMR data supplier) to produce the study on the basis of the data. In the latter
    case, the pharmaceutical company needs to sign a TPAA with the data supplier so that the third party PMR service may use the  data  for  the
    purpose of the service.

47) Two main types of services based on PMR can be identified:

a. Syndicated PMR studies, which PMR service providers carry out on a regular basis and sell to  multiple  customers  (for  instance,  measuring,
   tracking and benchmarking reports on pharmaceutical companies’ promotional activities in a certain country); and

b. Customised PMR studies, which PMR service providers undertake at the request of a customer (ad hoc), such as  tailor  made  studies  analysing
   the impact of a certain brand or drug of a pharmaceutical company.

48) Both IMS and the Cegedim Business provide PMR services to pharmaceutical companies in the EEA  and  have  PMR  databases,  which  they  make
    available to other providers of PMR services, on the basis of TPAAs with pharmaceutical companies.

4 RWE services

49) RWE services consist of the provision of information, technology and services that help pharmaceutical companies analyse  different  aspects
    of their business, including the value and effectiveness of treatments, segmentation of patient populations, improvement of clinical trials,
    efficacy of sales, marketing, research and development activities, running of commercial operations and investment priorities.

50) RWE services are based on observational studies and on data collected on actual patient experiences and actual use of  a  product  in  “real
    life’ clinical practice (i.e., outside the controlled environment of pre-launch clinical trials).

51) As illustrated by the diagram below, RWE services serve the purpose of answering three categories of questions: (i)  commercial  aspects  of
    treatments; (ii) medical aspects of treatments; and (iii) the scope for research and development.

                                                          Diagram 1 [pic]Source: Form CO

52) RWE services are based on data that are obtained from a variety of sources, such as software keeping electronic  medical  records,  pharmacy
    management software, insurers and national health reimbursement authorities and public health authorities. For example, in the EEA, RWE data
    consist of: patient, population, and healthcare professional surveys; electronic medical records; cohort studies; disease registries; public
    health authority data; claims data; patient-level prescription (Rx) data; patient chart reviews; post-launch  clinical  trials;  information
    from patient groups; social media information; primary market research; peer-reviewed journals.

53) Similarly to PMR, RWE service providers collect the data for the purpose of the RWE study and in some instances maintain their own  internal
    databases of collected data. Pharmaceutical companies can purchase the RWE service, or request only the data on a standalone basis and  then
    carry out the RWE study internally. Pharmaceutical companies can also differentiate by  requesting  the  RWE  data  from  one  provider  and
    commissioning the study to a third-party consultant different from the RWE data supplier. In this case, the pharmaceutical company enters in
    a TPAA with the data supplier granting the third party  RWE  service  provider  access  to  the  RWE  data.  Pharmaceutical  companies  also
    increasingly gather their own data in-house, and then request an RWE service provider to produce a study on the basis of those data.

54) The flows of RWE databases among service providers and customers are illustrated by the following diagram:

                                                                    Diagram 2

                                                                       [pic]

                                                                 Source: Form CO

55) IMS and the Cegedim Business are both active in the provision of RWE services in the EEA. IMS  also  maintains  a  RWE  database,  which  it
    licenses to other providers of RWE services through TPAAs with pharmaceutical companies. As  explained,  Cegedim’s  RWE  databases  are  not
    included in the Cegedim Business that IMS will acquire as part of the Transaction.

5 Consulting and marketing services

56) Consulting and marketing services involve the provision of  strategic  and  operational  advice  and  marketing  support  to  pharmaceutical
    companies.

57) Consulting services comprise a broad set of analytic and advisory services that help pharmaceutical companies  assess  and  transform  their
    commercial models, engage more effectively with their stakeholders, and reduce their operational costs.

58) Marketing services support pharmaceutical companies marketing logistics, such as mailings,  telephone  marketing  services,  and  outsourcing
   sales representatives.

59) IMS and the Cegedim Business are both active in the provision of consulting services to pharmaceutical companies in the EEA.

60) The Cegedim Business, through its consultancy  division  Itops,  offers  consulting  services  as  regards  competitor  intelligence,  sales
    effectiveness (territory and sales force alignment and sizing), sales forecasts,  customer  segmentation,  and  regulatory  compliance.  The
    Cegedim Business offers these services in France and Portugal, and, since 2014, also on a pan-European basis.

61) IMS offers various consulting services in the EEA, consisting of management and  strategy  consulting,  commercial  analytics  and  business
    process management.

62) With respect to marketing services, only the Cegedim Business is active in this area in  the  EEA.  The  Cegedim  Business  provides  direct
    marketing services, which include databases and services that help pharmaceutical companies with direct marketing campaigns.

4 Summary of the Parties' activities

63) The Parties' EEA activities as regards the provision of data to pharmaceutical companies can be summarised as follows:

a. IMS is active in the provision of sales tracking data, whilst the Cegedim Business is not;

b. The Cegedim business is active in the provision of healthcare professional databases, whilst IMS is not;

c. Both Parties maintain their own databases for the provision of PMR services;

d. IMS maintains its own database for the provision of RWE services, but the Cegedim Business does not.

64)  The Parties' EEA activities as regards the provision of software and services to pharmaceutical companies can be summarised as follows:

a. Both Parties are active in the provision of CRM and MDM software solutions;

b. Both Parties are active in the provision of PMR and RWE services;

c. Both Parties are active in the provision of consulting services;

d. The Cegedim Business offers marketing services, whilst IMS does not.

65) The relevant markets for each of these activities are assessed in the following Sections.

2 Healthcare professional databases

1 Product Market

1 Notifying Party's view

66) The Notifying Party submits that a distinction should be drawn between healthcare professional contact details and  healthcare  professional
    profile information. According to the Notifying Party, healthcare professional contact details consist of quantitative information  used  by
    healthcare companies’ sales representatives (and other  companies)  to  contact  individual  healthcare  professionals,  whereas  healthcare
    professional profile information is qualitative information (e.g., it relates  to  the  prescribing  behaviour  and  area  of  expertise  of
    individual healthcare professionals) and is used by healthcare companies to target local marketing efforts on the most  relevant  healthcare
    professionals for a treatment.

2 Commission's assessment

67) The market investigation conducted in the present case did not provide any indication that healthcare  professional  contact  details  would
    belong to a different market from healthcare professional profile information, as pharmaceutical companies  appear  to  purchase  healthcare
    professional databases as an overall product.[11]

68) In any event, for the purpose of this decision, the exact delineation of the relevant product market(s)  for  the  provision  of  healthcare
    professional databases can be left open since the Transaction does not give rise to competition concerns irrespective of whether  healthcare
    professional contact details and profile information are considered single or distinct markets.

2 Geographic Market

1 Notifying Party's view

69) The Notifying Party submits that most customers purchase healthcare professional databases for specific countries, hence the  market  should
    be defined as national.

2 Commission's assessment

70) The market investigation indicated that many pharmaceutical companies purchase  healthcare  professional  databases  across  several  Member
    States, often relying on local suppliers and multiple specific national contracts. Some respondents, however, also indicated that they  rely
    on a single supplier for the relevant data, on the basis of a multi-country or even global contract. Many pharmaceutical companies rely on a
    combination of the two solutions, and have both a multi-country contract and several local agreements to integrate their databases. [12]

71) The replies of providers of healthcare professional databases were also not conclusive. On the one hand, some respondents are active  across
    the EEA and sell their data on the basis of global or regional contracts to their customers.  On  the  other  hand,  several  local  players
    operate on the base of contracts per single country and have more limited offerings.[13]

72) Additionally, most pharmaceutical companies submit that the provision of healthcare professional databases differs depending on whether  the
    activity is carried out for the entire EEA or within a single or several Member States.[14] Respondents highlighted that setting up a multi-
    country offering of healthcare professional databases is more difficult, given the larger scope  of  the  activity,  the  higher  investment
    required in terms of cost and time, and the differences in regulation, business models and healthcare systems that  exist  within  the  EEA.
    These differences also make it necessary for the provider to ensure consistency across the dataset and harmonise the information, which adds
    a layer of complexity. On the other hand, it is easier for a new player to build an offering in and for a single  country,  given  the  more
    limited scope of the activity and the need to comply with only one regulatory framework. Providers of healthcare professional databases also
    agreed that there are differences between providing data at the EEA or local level.[15]

73) Although there are indications that the market for the provision of healthcare professional databases may be national in scope, the  precise
    geographic market definition can be left open, since the Transaction does not give  rise  to  competition  concerns  under  any  alternative
    geographic market definition discussed above in this sub-section.

3 Sales tracking data

1 Product Market

1 Notifying Party's view

74) The Notifying Party does not take a position with regard to the product market definition for sales tracking data, as it considers that such
    market is not horizontally concerned by the Transaction, since the Cegedim Business does not offer sales tracking data.

2 Commission's assessment

75) The Commission notes that sales tracking data are an input for each of CRM and MDM software.  Additionally,  as  explained,  the  IMS  brick
    structure underlying the sales tracking data is also an input for the provision  of  healthcare  professional  databases  and  CRM  and  MDM
    software.

76) Providers of healthcare professional databases need to arrange their databases on the basis of the brick structure in order to  be  able  to
    deliver their product to customers in a workable and user-friendly format, whereas providers of CRM and MDM software need to ensure that the
    brick structure is uploaded on their software so that the various datasets can be read and combined by the CRM or MDM system. Therefore, the
    Commission has taken this market into consideration in its analysis.

77) The Commission previously identified a market for sales tracking data that may be split between (1) national prescription data services, (2)
    regional prescription data services, (3) national distribution services, and (4) regional distribution services.[16]

78) In its decision in IMS/TPG, the Commission, when considering market research services for health companies (including the analysis of  sales
    of pharmaceutical products), noted that further sub-segmentations could be made depending among others on the type of pharmaceutical product
    assessed, thus distinguishing between health market research services supplied for prescription drugs as opposed to market research services
    supplied for OTC drugs.[17]

79) In the same case, the Commission considered whether the provision of cross-country health  market  research  services  (for  instance,  data
    recognising the same product despite different trade names) may be distinct from the provision of such services at the single country level,
    in light of the need for uniformity and quality consistency across countries for such data. However,  the  Commission  ultimately  left  the
    market definition open.[18]

80) The Commission considers that each of its previous distinctions between types of sales tracking data remain relevant.  For  the  purpose  of
    this decision, the exact delineation of the relevant product market(s) for the provision of sales tracking data can be left open  since  the
    competitive assessment of the Transaction remains the same under any alternative market definition discussed in this sub-section.

2 Geographic market

1 Notifying Party's view

81) The Notifying Party refers to the Commission’s precedents according to which the market  for  sales  tracking  data  should  be  defined  as
    national.

2 Commission's assessment

82) In previous decisions, the Commission has defined the market for the provision of sales tracking data as national in scope. That is  because
    sales tracking data essentially relate to fundamental aspects that differ from one country to another, such as the name  of  the  drug,  the
    product code, the packaging, the therapeutic category and the category of reimbursement.[19] Therefore, these data are provided  mainly  for
    national markets.

83) In line with its decisional practice, the Commission considers that the geographic scope of the market for the provision of  sales  tracking
    data is likely to be national.

4 CRM software

1 Product Market

1 Notifying Party's view

84) The Notifying Party submits that the relevant market for the assessment of the present case would be the market for  the  provision  of  CRM
    software and that it would not be appropriate to segment such market by customer industry.

2 Commission’s assessment

85) The Commission previously considered the market for the provision of CRM software in its Oracle/Siebel decision, where it identified CRM  as
    a distinct product market within the overall category of enterprise application software (“EAS”).[20]

86) The Commission noted that CRM software offers specific and distinct functionalities, intrinsically linked to a specific  business  function,
    namely customer relationship management.[21] More specifically, the Commission noted that CRM  “ensure  the  automation  of  customer-facing
    functions such as sales force automation (“SFA”), marketing automation (“MA”), customer service and support (“CSS”),  call-centres  and  all
    the other processes related to the automation of sales: order processing, contract management, information sharing, inventory monitoring and
    control, order tracking, sales forecast and analysis, etc.”[22]

87) In subsequent cases, not directly related to CRM solutions, the Commission continued treating CRM as a relevant product market.[23]

88) In Oracle/Siebel, the Commission did not find it appropriate to further sub-divide  the  market  for  CRM  software  on  the  basis  of  (i)
    functionality of the software, such as sales force automation or marketing automation; (ii) industry sector in which the customer is active;
    (iii) mode of deployment, that is to say installation on the premises or host-based deployment (SaaS); or (iv) customisation,  i.e.  custom-
    built solutions as opposed to standardised software.[24]

89) With regard to a possible differentiation of CRM software on the basis of the relevant industry, in Oracle/Siebel the Commission noted  that
    “core functionalities would be common across various sectors. The undeniable requirement  to  adjust  the  CRM  software  according  to  the
    industry specific needs would not alter the overall basic configuration of the CRM software and would not lead to identify separate  product
    markets according to various industries, even if it is possible that some vendors (for historical reasons or similar) are  more  present  in
    some sectors than in others.”[25] Ultimately, the Commission left the precise scope of the product market open, as  the  operation  did  not
    give rise to any competition concerns.[26]

90) However, in Computer Sciences Corporation/iSoft Group, the Commission concluded that a separate market  for  application  software  for  the
    healthcare industry existed (the case, however, did not concern CRM software, but other healthcare specific software applications).[27]

91) The market investigation conducted in the present case did not provide any indications in support for a  broader  market  also  encompassing
    compliance software. Moreover, the market investigation did not give clear indications as to whether the market for CRM solutions should  be
    further segmented according to the relevant industry, in this case the pharmaceutical sector.

92) In any event, for the purpose of this decision, the exact delineation of the relevant product market(s) for the provision  of  CRM  software
    can be left open since the Transaction does not give rise to competition concerns under any alternative market definition discussed in  this
    sub-section.

2 Geographic Market

1 Notifying Party’s view

93) The Notifying Party argues that the market should be defined as at least EEA-wide in scope, if not worldwide.

2 Commission’s assessment

94) In its previous decisions, the Commission considered that the market for CRM software could be worldwide or at least EEA-wide in scope.

95) In Oracle/Siebel, the Commission noted that “trade patterns of CRM solutions  do  not  vary  to  any  significant  extent  across  different
    geographic regions,” that there were “no indications that CRM Solutions would be made either specific for the EEA region or specific to  any
    other region,” and that local customisation is made solely for “language reason, or  through  customised  add-ons  to  meet  specific  local
    needs.”[28] The Commission ultimately left open whether the market could be defined as worldwide or EEA-wide, since the transaction did  not
    give rise to competitive concerns. The same conclusion was reached in IBM/Cognos.[29]

96) The market investigation in this case revealed that providers of CRM software solutions usually operate within several Member States and  on
    the basis of global or multi-country contracts with their customers, to supply  the  software  to  all  the  entities  of  a  pharmaceutical
    company.[30] However, some CRM providers have a more local reach. The market investigation did not clearly indicate that there  were  marked
    regulatory, technical or linguistic differences in the provision of CRM software among Member States.[31]

97) Most of the pharmaceutical companies expressing a view in the market investigation indicated that they purchase CRM software on the basis of
    a global or pan-European license covering all of their local entities, although some pharmaceutical companies also purchase CRM software  on
    the basis of local licences.[32] When asked whether the requirements for entry in the market are different at the EEA level  as  opposed  to
    the single Member States, pharmaceutical companies did not clearly indicate that entry conditions would differ.[33]

98) Although the market investigation suggests that the market for CRM is likely to be EEA-wide, the precise geographic market definition can be
    left open, since the Transaction does not give rise to competition concerns irrespective of whether  the  relevant  market  is  EEA-wide  or
    global.

5 Business intelligence solutions

1 Product Market

1 Notifying Party’s view

99) The Notifying Party submits that the market should be defined as including all business intelligence solutions, without the need for further
    segmentations based on functionality of the software, such as MDM or query, reporting and analysis (“QRA”) tools  and  “advanced  analytics”
    tools, which carry out data mining and statistics.

100) The Notifying Party, relying on Commission precedents, argues that the various components  of  business  intelligence  solutions,  including
    MDM; are interdependent and should not be distinguished. With regard to MDM software, the Notifying Party notes that MDM is a  service  that
    often forms part of the overall provision of the underlying data and/or the software applications. For this reason, a significant amount  of
    MDM work is not separately tendered or invoiced aside from the provision of the underlying data or service.

101) The Notifying Party also does not consider it appropriate to identify  a  separate  market  for  business  intelligence  solutions  for  the
    healthcare sector alone, given that business intelligence solutions all have the same core functionalities irrespective of the sector.

2 Commission’s assessment

102) In Oracle/Siebel, the Commission noted that business intelligence solutions represent an aggregate function of business data rather  than  a
    management tool to manage business accounts such as CRM, and found that they could be considered as a separate  market,  which  responds  to
    autonomous decision cycles of the enterprise, going beyond CRM functionality. However, the Commission left  the  question  whether  business
    intelligence solutions constitute a separate market or a segment of CRM open, as the transaction did not raise competitive concerns.[34]

103) In SAP/Business Objects, the Commission identified a possible market for business intelligence  applications  including  “tools  that  allow
    data mining, ad hoc query capabilities, reporting functions, scorecards and modelling”.[35] The Commission considered whether  it  would  be
    appropriate to draw a further distinction between QRA tools on the one hand and advanced analytics on the other,  but  ultimately  left  the
    market definition open.[36]

104) In the present case the Commission has assessed on the basis of the market  investigation  whether  the  market  for  business  intelligence
    solutions should be further segmented according to specific functions, for example MDM, or to the industry sector. The results of the market
    investigation are not conclusive in this regard.

105) In any event, for the purpose of this decision, the exact delineation of the relevant  product  market(s)  for  the  provision  of  business
    intelligence solutions can be left open since the Transaction does not give rise  to  competition  concerns  under  any  alternative  market
    definition discussed in this sub-section.

2 Geographic Market

1 Notifying Party’s view

106) The Notifying Party suggests that the market for business intelligence solutions should be EEA-wide or worldwide.

2 Commission’s assessment

107) In previous decisions, the Commission found that the geographic scope of the market for business intelligence solutions  could  be  EEA-wide
    or worldwide, although the question was ultimately left open.[37]

108) In Oracle/Siebel, the Commission considered market shares of the parties at the worldwide and EEA-wide levels.[38] In SAP/Business  Objects,
    the Commission noted that vendors of business intelligence solutions sell the same products in all countries, as customer  demand  does  not
    vary across regions except for the requirement to offer and support the product in the local language. On that basis, the Commission assumed
    that the market was at least EEA-wide in scope.[39]

109) The market investigation conducted in the present case  was  not  conclusive  as  to  the  geographic  scope  of  the  market  for  business
    intelligence solutions and of the MDM sub-segment specifically.

110) Although there are indications that the market  for  business  intelligence  solutions  may  be  EEA-wide,  the  precise  geographic  market
    definition can be left open, since the Transaction does not give rise to  competition  concerns  under  any  alternative  market  definition
    discussed in this sub-section.

6 PMR services

1 Product Market

1 Notifying Party’s view

111) The Notifying Party argues that the product market should be defined as an overall single market for PMR services for all business  sectors,
    without further distinctions based on the industry or on the type of research, such as promotional research versus non-promotional  research
    and syndicated versus customised research.

2 Commission’s assessment

112) The Commission has considered the market research sector in several cases, although it has not reached a definitive view  on  the  scope  of
    the relevant product market.[40]

113) In VNU/ACNielsen, the Commission considered a possible sub-categorization of market research services  into  (i)  consumer  panel  services,
    (ii) retail measurement services and (iii) customised market research, but left the final product definition open.[41]

114) In its decision in WPP/TNS, the Commission noted that, within the market for customised market research services, a  further  relevant  sub-
    segment could be that of multi-country customised market research projects for international customers. The  Commission  found  that,  while
    these services are broadly similar to those conducted on a national basis, they entail a higher level of complexity. For  instance,  project
    management is more elaborate when several national teams (or subcontractors) are involved. Also, the methodological aspects of multi-country
    projects are complicated and include the need to guarantee a meaningful comparison of data related to  different  countries  which  depends,
    amongst other things, on the way questionnaires are designed or on the way data  are  collected  and  (if  necessary)  cleaned.  Ultimately,
    however, the Commission left the product market definition open.[42]

115) The market investigation in this case points to a possible segmentation of the market for PMR services  between  syndicated  and  customised
    PMR services.[43] Indeed, these types of services respond to different needs of customers,  as  customised  PMR  are  targeted  to  specific
    questions a customer may have and are produced in an ad hoc basis, whilst syndicated PMR are more general in nature and are  produced  on  a
    regular basis regardless of a specific request by a customer. Moreover, from a supply  side  perspective,  the  business  risk  of  the  two
    services appears to be different. Indeed, a syndicated PMR business implies undertaking upfront investments for establishing and maintaining
    panels of doctors even in the absence of a customer base, whilst ad hoc studies are made at request of an existing  customer  and  therefore
    when there is certainty of a turnover covering production costs.

116) Nevertheless, for the purpose of this decision, the exact delineation of the relevant product market(s) for the provision  of  PMR  services
    can be left open, since, irrespective of the product market definition, the Transaction will not significantly impede effective  competition
    on either product market definition following the remedies submitted by the Notifying Party.

2 Geographic Market

1 Notifying Party’s view

117) The Notifying Party submits that PMR studies usually  focus  on  specific  countries,  given  that  pharmaceutical  products  are  typically
    regulated and marketed at national level. Consequently, the Notifying Party submits that it is more appropriate  to  define  the  market  as
    national.

2 Commission’s assessment

118) In its VNU/ACNielsen decision, the Commission left it open whether the geographic market for market research services is  national  or  EEA-
    wide, as the concentration did not raise competitive concerns. Most respondents had identified the markets as national, but  some  indicated
    that the geographic markets were becoming larger than national, because consuming patterns tend to  be  more  and  more  homogeneous  across
    Europe. [44]

119) These findings were confirmed by the Commission in its decision in WPP/TNS. Most respondents  agreed  that  the  markets  were  national  in
    scope, but some indicated the possible future development towards world or EEA-wide market for market research services,  in  light  of  the
    growing activities of online market research providers  and  of  the  increasing  use  of  “hub”  countries  for  market  research  covering
    neighbouring countries. However, the Commission ultimately left the question of the precise geographic scope of the market open.[45]

120) The market investigation conducted in the present case indicated that there may be differences between PMR studies carried out  at  the  EEA
    level and those carried out within a single Member State.[46] In particular, PMR studies focused on a single Member  State  are  smaller  in
    scope and deal with the specific regulatory and business context of that Member State. By contrast, the collection of  information  and  the
    preparation of a PMR study across the EEA are more complex, as they require a larger network, more panels, and standardisation of the  study
    to remove the differences between the various Member States regarding market conditions, regulatory framework and language.

121) The market investigation also suggested that pharmaceutical companies tend to purchase PMR services covering  both  the  entire  EEA  and  a
    single or several Member States.[47] Providers of PMR services also indicated that, as far as syndicated PMR services  are  concerned,  they
    mostly offer studies limited to individual Member States, although some providers also offer studies at the EEA level.[48]

122) In any event, the precise geographic market definition can be left open, since,  irrespective  of  the  geographic  market  definition,  the
    Transaction will not significantly impede effective competition following the commitments submitted by the Notifying Party.

7 PMR data

1 Product Market

123) In addition to the market for PMR services, discussed in section 4.6, the Commission also considered whether a separate upstream market  for
    the collection and supply of data used for the provision of PMR services to pharmaceutical companies could be identified.

124) Such a market would consist of the PMR datasets collected and maintained by  suppliers  of  PMR  services  through  the  questionnaires  and
    surveys sent to panels of healthcare professionals, and provided to pharmaceutical companies or licensed to other PMR services providers  by
    means of TPAAs.

1  Notifying Party's view

125) The Notifying Party submits that it is not appropriate to distinguish between an upstream market consisting of the collection and  provision
    of PMR data and a downstream market for the provision of PMR services. The appropriate market definition is that of an  overall  market  for
    the provision of PMR data and services.

2 Commission’s assessment

126) In previous decisions, the Commission did not consider whether it would be appropriate to identify an upstream  market  for  the  collection
    and provision of the information used for the purpose of market research services.[49]

127) In any event, for the purpose of this decision, the question whether PMR data constitute a standalone market separate from PMR services  can
    be left open, since the Transaction does not give raise to serious doubts as to its compatibility with the internal market and with the  EEA
    Agreement in relation to the accessibility of PMR data in any event.

2 Geographic Market

1 Notifying Party’s view

128) The Notifying Party submits that it is not appropriate to distinguish a market for the provision of PMR data distinct from the provision  of
    PMR services. Therefore, the Notifying Party does not take a view on the geographic scope of a possible market for PMR data.

2 Commission’s assessment

129) The Commission notes that PMR data are functionally related to the PMR services based on those data. Therefore, the geographic scope of  the
    market for PMR data is likely to correspond to the geographic scope of the market for the provision of PMR services.

130) In any event, the precise geographic scope of the potential market for PMR data can be left open, since the Transaction does not give  raise
    to serious doubts as to its compatibility with the internal market and with the EEA Agreement in relation to the accessibility of  PMR  data
    in any event.

8 RWE services

1 Product Market

1 Notifying Party’s view

131) The Notifying Party argues that it is appropriate to identify a single market for the provision of RWE services irrespective of the type  of
    data used in any given service (e.g., electronic medical records, patient-level prescription data, healthcare professional surveys,  patient
    chart reviews, etc.) or of the purpose for which the study is carried out (e.g., to answer commercial, medical or R&D questions).

132) With regard to the distinction by type of data, the Notifying Party argues that RWE service providers often use various  types  of  datasets
    for the purpose of their studies, and the same data can often be used for the purpose of carrying out several studies and answering  several
    questions.

133) With regard the distinction by purpose of the study, the Notifying Party argues that RWE studies all provide pharmaceutical  companies  with
    insights regarding the use of medicines in the real world, outside the controlled environment of pre-launch clinical trials, and the various
    purposes are closely related, involve similar types of analysis and often the same types of data. Additionally, the Notifying  Party  argues
    that the data-gathering process and analytical methodology are the same irrespective of the  purpose  of  the  type  of  service,  and  that
    providers of RWE services have expanded their activities to address medical/scientific, R&D and commercial questions.

2 Commission’s assessment

134) The Commission notes that RWE services are based on the underlying RWE data, which providers  of  RWE  services  can  collect  and  maintain
    themselves or obtain from third-party suppliers. Sources of RWE data include, for instance, electronic medical records, pharmacy  management
    software houses, private insurance companies and national health reimbursement authorities, patient groups, and public health authorities.

135) The market investigation did not provide support for possible sub-segmentations of RWE services depending on  the  type  of  data  they  are
    based on or on the specific type of question they aim to answer. The market investigation was also not conclusive on whether  a  distinction
    could be drawn between the provision of the data for the purpose of the RWE services on the one hand and the provision of the services based
    on the RWE data on the other hand, given the close relationship between the two activities.

136) In any event, for the purpose of this decision, the exact delineation of the relevant product market(s) for the provision  of  RWE  services
    can be left open since the Transaction does not give rise to competition concerns under any alternative market definition set  out  in  this
    sub-section.

2 Geographic Market

1 Notifying Party’s view

137) The Notifying Party submits that, on the one hand, there are indications that the  market  for  RWE  services  may  be  national  in  scope,
    because, for instance, drugs are generally authorised and marketed at a national level and  RWE  services  generally  focus  on  real  world
    practice at a national level. Therefore, RWE services often focus on particular countries  or  groups  of  countries.  On  the  other  hand,
    according to the Notifying Party, there are also indications for a broader market, such as the fact that data from other  countries  may  be
    used as a proxy for smaller countries (for which the information available for studies may be limited), that most healthcare  companies  are
    active across different countries, and that the majority of RWE service providers are able to provide services for more than one country.

2 Commission’s assessment

138) The market investigation provided mixed results with respect to the geographic definition for RWE services.  While  some  providers  of  RWE
    services seem to operate on a local basis and offer contracts limited to  one  single  country,  others  deliver  studies  covering  several
    countries within the EEA.[50] Similarly, pharmaceutical companies seem to purchase RWE studies both at the  national  and  EEA  level.  They
    usually rely on several local providers for RWE studies limited to individual Member States and on  one  provider  for  studies  of  broader
    coverage.[51] Most respondents also indicated that there are differences in terms of regulation, language and healthcare system between  the
    Member States.[52]

139) In any event, the question whether the geographic market for RWE studies is national, covers several countries within the  EEA  or  is  EEA-
    wide can be left open, since the Transaction does not give rise to competition concerns under any alternative market definition.

9 RWE data

1 Product Market

1 Notifying Party's view

140) The Notifying party submits that it is not appropriate to distinguish between an upstream market consisting of the collection and  provision
    of RWE data and a downstream market for the provision of RWE services. The appropriate market definition is that of an  overall  market  for
    the provision of RWE data and services.

2 Commission’s assessment

141) The Commission has not considered the market for the provision of RWE data in previous decisions.

142) The Commission notes that RWE services are based on various types of data,  which  providers  of  RWE  services  can  collect  and  maintain
    themselves or obtain from third-party suppliers. Sources of RWE data include, for instance, electronic medical records, pharmacy  management
    software houses, private insurance companies and national health reimbursement authorities, patient groups, and public health authorities.

143) In any event, for the purpose of this decision, the question whether RWE data constitute a standalone market separate from RWE services  can
    be left open, since the Transaction does not give raise to serious doubts as to its compatibility with the internal market and with the  EEA
    Agreement in relation to the accessibility of RWE data.

2 Geographic Market

1 Notifying Party’s view

144) The Notifying Party submits that it is not appropriate to distinguish a market for the provision of RWE data distinct from the provision  of
    RWE services. Therefore, the Notifying Party does not take a view on the geographic scope of a possible market for RWE data.

2 Commission’s assessment

145) The Commission notes that RWE data are functionally related to the RWE services based on those data. Therefore, the geographic scope of  the
    market for RWE data is likely to correspond to the geographic scope of the market for the provision of RWE services.

146) In any event, the precise geographic scope of the potential market for RWE data can be left open, since the Transaction does not give  raise
    to serious doubts as to its compatibility with the internal market and with the EEA Agreement in relation to the accessibility of RWE data.

10 Consulting and marketing services

1 Product Market

1 Notifying Party’s view

147) The Notifying Party submits that there is a single market for consulting services and that it is not appropriate to subdivide the market  by
    customer industry, given that the resources and skill sets used are the same irrespective of the industry.

148) The Notifying Party does not take a view as regards market definition with respect to marketing services, as  IMS  is  not  active  in  this
   area.

2 Commission’s assessment

149) With regard to consulting services, in its decisions in Price Waterhouse/Coopers & Lybrand[53] and Deloitte & Touche/Andersen (UK),[54]  the
    Commission identified a single market for management consultancy services, without further distinctions.

150) With regard to marketing services, in its decision in WPP Group/Young & Rubicam, the Commission identified an overall market  for  marketing
    communication services, which included direct marketing services (as well as advertising, information  and  consultancy,  public  relations,
    consumer relationship management, event management, identity design, and specialist communications services).[55]

151) The market investigation in this case did not provide any reason for departing from the  Commission's  precedents  with  regard  to  product
    market definition for consulting and marketing services.

152) In any event, for the purpose of this decision, the exact delineation of the relevant product markets for the provision  of  consulting  and
    marketing services can be left open since the Transaction does not give rise to competition concerns under any alternative market definition
    set out in this sub-section.

2 Geographic Market

1 Notifying Party’s view

153) As regards consulting services, the Notifying Party submits that, although IMS mostly competes with  large  consulting  firms  active  on  a
    global level, the Cegedim Business' activities are of a more local nature and, therefore, an EEA-wide market definition could be considered.

154) As regards marketing services, the Notifying Party refers to Commission precedents according  to  which  the  market  should  be  considered
    national in scope.

2 Commission’s assessment

155) As regards consulting services, in its previous decision in Price Waterhouse/Coopers & Lybrand, the Commission found  that  the  market  for
    management consultancy services has “both a national and an international dimension with a range of  suppliers  competing  at  both  levels,
    including specialist boutiques (at a national/local level), accounting firms and consulting firms (at both levels).” However, the Commission
    ultimately left the precise scope of the geographic market open.[56]

156) As regards marketing services, the Commission has previously defined national markets.[57]

157) The market investigation conducted in the present case did not provide any reason  for  departing  from  the  Commission's  precedents  with
    regard to geographic market definition for consulting and marketing services.

158) In any event, the question whether the geographic market for consulting studies is national, multi-country or  broader  can  be  left  open,
    since the Transaction does not give rise to competition concerns under any alternative market definition set out in this sub-section.

       COMPETITIVE ASSESSMENT

1 Horizontal assessment

159) The Parties’ activities overlap in the markets for (i) CRM software; (ii) business  intelligence  solutions,  in  particular  MDM  software;
    (iii) PMR services; (iv) RWE services; and (v) consulting services.  In  the  following  Sections,  the  Commission  discusses  whether  the
    Transaction gives rise to horizontal concerns in any of these markets and their possible segments.

1 CRM software

160) The Cegedim Business offers several types of CRM software solutions in the EEA.[58]

161) IMS is a relatively new entrant in the provision of CRM software solutions to pharmaceutical companies in the EEA.[59]

162) On a possible market for the provision of CRM software in general, the Notifying Party estimates the EEA market share of each  of   IMS  and
    the Cegedim Business to be below [0-5]%.[60]

163) On the possible market for CRM software solutions for pharmaceutical companies, the Notifying Party estimates  that  the  Cegedim  Business'
    market share in the EEA was [30-40]% in 2013, whereas IMS’ market share was less than [0-5]%.[61]

1 Notifying Party’s view

164) The Notifying Party submits that the Transaction will raise no competition concerns in the area of CRM software for the  following  reasons.
    First, neither of the Parties are significant players in this area, as shown by their limited market shares in the overall  market  for  CRM
    software. Second, even on the narrower segment of CRM software for pharmaceutical companies, the increment in  the  Parties’  market  shares
    would be minimal. Third, post-Transaction, IMS will face competitive pressure from  several  strong  competitors  offering  alternative  CRM
    solutions, such as Veeva and Microsoft. Additionally, the Notifying Party submits that entry in the market is easy, and that  the  customers
    are large sophisticated pharmaceutical companies that enjoy significant countervailing buyer power and large in-house capabilities.

2 Commission’s assessment

165) The market investigation confirmed the Notifying Party’s arguments as regards the marginal presence of IMS. Most customers of  CRM  software
    who expressed a view in the investigation agreed that IMS is not a significant player in the market for the provision  of  CRM  software  to
    pharmaceutical companies, given that it is a new entrant. Some of them even considered that the Transaction would not reduce the  number  of
    suppliers of CRM in the EEA.[62] For their part, competitors in the provision of CRM software agreed that IMS  could  not  be  considered  a
    close competitor to the Cegedim Business, although they considered that IMS could become a significant market player within a few years, and
    that the Transaction would indeed reduce the number of suppliers of CRM software in the EEA.[63]

166) In any event, the Commission considers that, given the low market share increment brought about by the Transaction, the presence of  several
    strong competitors in the market and the fact that the market investigation did not reveal particular issues, the Transaction does not  give
    rise to competition concerns of a horizontal nature.

167) In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
    internal market and with the EEA Agreement on any possible relevant market for the provision of CRM software in the EEA.

2 Business intelligence solutions

168) Both Parties are active in the market for business intelligence solutions. The Cegedim Business offers its products and services  under  the
    Xtelligence product suite, which includes advisory services,[64] data structuring solutions[65] and two software solutions.[66]

169) IMS’ business intelligence solutions offering in the EEA includes information management services[67]  and  a  number  of  applications.[68]
    Additionally, IMS is supplementing these products with [details of IMS' planned services]

170) Based on information provided by the Notifying Party, the Parties' combined market shares  in  the  overall  market  for  the  provision  of
    business intelligence solutions would not exceed [0-5]% in the EEA.

171) As regards the possible market for business intelligence solutions for pharmaceutical companies, the Parties' market shares are provided  in
    the table below:

                          Parties' market shares in business intelligence solutions for pharmaceutical companies (2013)

|                               |IMS                         |Cegedim Business            |Combined                    |
|EEA                            |[5-10]%                     |[0-5]%                      |[5-10]%                     |
|France                         |[10-20]%                    |[5-10]%                     |[20-30]%                    |
|Germany                        |[5-10]%                     |[0-5]%                      |[5-10]%                     |
|Italy                          |[20-30]%                    |[0-5]%                      |[20-30]%                    |
|Spain                          |[10-20]%                    |[0-5]%                      |[10-20]%                    |
|United Kingdom                 |[0-5]%                      |[0-5]%                      |[0-5]%                      |

                                                                 Source: Form CO

172) As regards MDM software, the Notifying Party submits that IMS has very limited activities within the EEA, and in 2013 it only  had  revenues
    of c. [revenue details and source]. Similarly, the Cegedim Business only generated revenues of [revenue details] in 2013 from the  provision
    MDM software in the EEA. As a result, the Notifying Party estimates that the Parties' combined market shares in revenue were below [0-5]% in
    Europe in 2013, both as regards the MDM software and MDM software for pharmaceutical companies.[69]

1 Notifying Party’s view

173) The Notifying Party submits that the Transaction will not raise competition concerns for the following reasons. First, the  Parties'  market
    shares are limited in all possible product markets (i.e., in the possible  overall  market  for  business  intelligence  solutions,  or  the
    possible market for business intelligence solutions for pharmaceutical companies, as well as in the possible market for MDM software or  the
    possible market for MDM software for pharmaceutical companies). Second, post-Transaction, IMS will continue to face intense competition from
    a range of providers of business intelligence solutions (such as SAP, Veeva, Infonis International SLU and TrueBlue). Third, the  fact  that
    pharmaceutical companies have increasingly sophisticated in-house capabilities and do not therefore need to  procure  business  intelligence
    solutions from third-party providers represents an additional constraint on the Parties’ activities.

2 Commission’s assessment

174) The market investigation revealed that most customers do not see IMS and the Cegedim Business  as  strong  competitors  to  each  other.[70]
    However, suppliers of business intelligence solutions who expressed a view in the investigation considered IMS to be a close  competitor  of
    the Cegedim Business.[71]

175) In any event, the Parties’ combined market shares remain below 25%[72] in the EEA on all possible relevant markets  and  on  each  of  those
    markets several alternative providers of business intelligence solutions remain.

176) In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
    internal market and with the EEA Agreement in relation to business intelligence solutions in the EEA.

3 PMR services

177) Both IMS and the Cegedim Business are active in the provision of syndicated and customised PMR services at the EEA level.

178) The Cegedim Business researches healthcare professionals’ views  on  healthcare  companies’  promotional  activities,  through  standardised
    healthcare professional surveys (Promotional Audit) and a customized research service.  It  also  provides  reports  on  communications  and
    promotional activity in the healthcare industry (Zoom and Message Tracking).

179) IMS also has an offering of both syndicated PMR studies with PromoTrack and customized PMR studies in the EEA.

180) The following tables provide the Parties' market shares in the overall market for  PMR  services  and  in  the  potential  sub-segments  for
    customised PMR services and syndicated PMR services: [73]

                                         Parties' market shares in overall market for PMR services (2013)

|                         |IMS                             |Cegedim Business                |Combined                        |
|EEA                      |[5-10]%                         |[0-5]%                          |[5-10]%                         |
|France                   |[5-10]%                         |[5-10]%                         |[10-20]%                        |
|Germany                  |[0-5]%                          |[0-5]%                          |[0-5]%                          |
|Italy                    |[10-20]%                        |[5-10]%                         |[20-30]%                        |
|Spain                    |[5-10]%                         |[5-10]%                         |[10-20]%                        |
|United Kingdom           |[0-5]%                          |[0-5]%                          |[5-10]%                         |

                                                                 Source: Form CO

                         Parties' market shares in market for customised PMR services for pharmaceutical companies (2013)

|                         |IMS                             |Cegedim Business                |Combined                        |
|EEA                      |[0-5]%                          |[0-5]%                          |[5-10]%                         |
|France                   |[0-5]%                          |[0-5]%                          |[5-10]%                         |
|Germany                  |[0-5]%                          |[0-5]%                          |[0-5]%                          |
|Italy                    |[10-20]%                        |[5-10]%                         |[20-30]%                        |
|Spain                    |[0-5]%                          |[0-5]%                          |[0-5]%                          |
|United Kingdom           |[5-10]%                         |[0-5]%                          |[5-10]%                         |

                                                                 Source: Form CO

                         Parties' market shares in market for syndicated PMR services for pharmaceutical companies (2013)

|                         |IMS                             |Cegedim Business                |Combined                        |
|EEA                      |[10-20]%                        |[10-20]%                        |[25-35]%                        |
|France                   |[10-20]%                        |[20-30]%                        |[40-50]%                        |
|Germany                  |[5-10]%                         |[0-5]%                          |[5-10]%                         |
|Italy                    |[10-20]%                        |[20-30]%                        |[40-50]%                        |
|Spain                    |[30-40]%                        |[30-40]%                        |[60-70]%                        |
|United Kingdom           |[0-5]%                          |[5-10]%                         |[5-10]%                         |

                                                                 Source: Form CO

1 Notifying Party’s view

181) The Notifying Party submits that the Transaction will raise no competition concerns in relation to the horizontal overlap  in  PMR  services
    for the following reasons. First, the Parties' market shares in the overall market for PMR services are  limited.  Second,  there  are  many
    providers directly competing with the Parties who are able to offer both syndicated and customised PMR services, such as M3 Global Research,
    Ipsos, Kantar Health and GfK. Third, the Parties are not close competitors in any possible market for PMR services,  as  their  coverage  in
    terms of panels of doctors and specialty products are complementary. Fourth, launching PMR services is easy, given that  PMR  only  requires
    setting up a panel of healthcare professionals, and pharmaceutical companies have strong buyer power and can easily carry out  PMR  activity
    in-house. Finally, the Notifying Party argues that customised PMR studies are progressively replacing syndicated PMR studies.

2 Commission’s assessment

182) As regards the overall market for the provision of PMR services and the possible market for customised PMR services,  the  Commission  notes
    that the Parties' combined market shares do not exceed 25% at the EEA or national level.[74] Moreover, the  market  investigation  confirmed
    the existence of a large number of providers of customised PMR services, in particular at the local level,  such  as  Kantar  Health,  Cello
    Insights, Nordimed, Blueprint and Instar Research.[75]

183) However, as regards the possible market for syndicated PMR, the Parties' combined market shares would be significantly higher,  i.e.,  above
    25% at the EEA level, above [40-50]% in France and Italy and close to [70-80]% in Spain.

184) Moreover, IMS and the Cegedim Business are very well established players. Their competitive position is strong as they can obtain  PMR  data
    through their own databases, they have their own infrastructure of panels of doctors and they can cross-refer and match their  datasets  for
    the production of studies.

185) In addition, contrary to the situation with  regard  to  customised  PRM  services,  the  market  investigation  revealed  that  the  actual
    competitors for the provision of syndicated PMR services at the EEA level are fewer than was suggested by the Notifying Party. Indeed, among
    those players that the Notifying Party indicated as competitors, some replied that they are not active in the  syndicated  PMR  segment  and
    others explained that syndicated PMR is a small part of their business and that their offering is not comparable to  that  of  the  Parties,
    whom they regard as the key providers of syndicated PMR services in the EEA. Similarly, the customers who expressed a  view  in  the  market
    investigation indicated that IMS and the Cegedim Business are close competitors. They are the only credible suppliers of  PMR  data  at  the
    headquarter level of pharmaceutical companies, that is to say for several Member States or the EEA as a whole.[76]

186) Further, the market investigation indicated that entry into the syndicated segment of  the  PMR  services  market  is  difficult.  A  market
    entrant must establish and maintain panels of doctors, a  process  which  requires  significant  upfront  investments  that  would  only  be
    undertaken by a company with a reliable customer base willing to buy such studies.[77]

187) Finally, the market investigation also confirmed that the syndicated PMR segment in the EEA, while still  likely  to  be  relevant  for  the
    years to come, is declining as pharmaceutical companies focus their spending efforts on ad hoc PMR studies. Given the above, it is  all  the
    more unlikely that new players would start operating in this space in the near future.

188) The Commission considers therefore that the Transaction is likely to give rise to horizontal concerns resulting from the combination of  the
    two strongest players in the provision of syndicated PMR services and from the creation of a player with a unique offering and a significant
    market presence.[78]

189) In light of all the above, the Commission considers that the Transaction raises serious doubts as to its  compatibility  with  the  internal
    market and with the EEA Agreement as regards the provision of syndicated PMR services.[79]

4 RWE services

190) The Cegedim Business is active in the provision of RWE services through the Cegedim Research Medical Group, whereas IMS  is  active  in  the
    provision of RWE services through the IMS Health Economics & Outcomes research Group.

191) The following table provides the Parties' market shares in the overall market for RWE services at EEA and national level: [80]

                              Parties' market shares in market for RWE services for pharmaceutical companies (2013)

|                         |IMS                             |Cegedim Business                |Combined                        |
|EEA                      |[5-10]%                         |[0-5]%                          |[5-10]%                         |
|France                   |[5-10]%                         |[10-20]%                        |[10-20]%                        |
|Germany                  |[5-10]%                         |[0-5]%                          |[5-10]%                         |
|Italy                    |[0-5]%                          |[5-10]%                         |[5-10]%                         |
|Spain                    |[5-10]%                         |[0-5]%                          |[10-20]%                        |
|United Kingdom           |[0-5]%                          |[0-5]%                          |[5-10]%                         |

                                                                 Source: Form CO

1 Notifying Party’s view

192) The Notifying Party submits that the Transaction will raise no competition concerns in the area of RWE services for the  following  reasons.
    First, the Parties' combined market shares are low both at EEA and at national level. Second, many other players are active  in  the  market
    for RWE services, which is new and evolves quickly. Third, customers enjoy buyer power and could find alternatives  to  the  merged  entity,
    including conducting in-house RWE studies and sponsoring entry. Finally, barriers to entry would be low.

2 Commission’s assessment

193) The market investigation indicated that IMS and the Cegedim Business are among the main providers of  RWE  services  and  are  perceived  as
    close competitors by customers and other providers of RWE services in the EEA.[81]

194) Nonetheless, as shown by their low market  shares,  the  Parties'  position  is  not  yet  firmly  established  and  is  exposed  to  market
   developments. Indeed, as opposed to (syndicated) PMR services, the RWE services market is a growing and developing market.  It  is  likely  to
   attract new players in the years to come.

195) Whilst respondents indicated that market entry is not easy, as it requires significant investments and expertise,[82] the  same  respondents
    expect entry of new players to become easier as a result of the upcoming phenomenon of open access to national healthcare databases.[83]

196) Finally, the market investigation also provided indications that already today in the EEA there are many providers  of  RWE  services  other
    than IMS and the Cegedim Business. Moreover, several such providers, such as Kantar and Ipsos, are not only active in the provision  of  RWE
    services, but also have their own RWE databases. The fact that, post Transaction, Cegedim will be free to license its existing RWE database,
    which it will retain, to competitors of IMS leaves a further source of RWE data available to third party providers of RWE services.

197) In light of the above, the Commission considers that the Transaction does not raise competition concerns of a horizontal nature.

198) The Commission also investigated whether the combination of the Parties' RWE businesses with IMS' RWE data could make it more difficult  for
    stand-alone providers of RWE services that lack that data input to compete with the merged entity. This  vertical  issue  will  be  examined
    separately under Section 5.2.2 of this Decision.

199) In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
    internal market and with the EEA Agreement in relation to the market for RWE services in the EEA.

5 Consulting services

200) The Cegedim Business has a relatively small consulting division, Itops, which  provides  consulting  services  on  competitor  intelligence,
    sales force alignment and sizing, sales forecasts, customer segmentation and regulatory compliance. Itops started providing  these  services
    on a pan-European basis in 2014. IMS provides consulting services on pricing and market access, strategy and portfolio analysis,  brand  and
    commercial strategy and competitive intelligence.

201) The following table provides the Parties' market shares in the overall market for consulting services at EEA and national level: [84]

                           Parties' market shares in market for consulting services for pharmaceutical companies (2013)

|                         |IMS                             |Cegedim Business                |Combined                        |
|EEA                      |[5-10]%                         |[0-5]%                          |[5-10]%                         |
|France                   |[5-10]%                         |[5-10]%                         |[10-20]%                        |
|Germany                  |[5-10]%                         |-                               |[5-10]%                         |
|Italy                    |[5-10]%                         |-                               |[5-10]%                         |
|Spain                    |[10-20]%                        |-                               |[10-20]%                        |
|United Kingdom           |[5-10]%                         |-                               |[5-10]%                         |

                                                                 Source: Form CO

1 Notifying Party’s view

202) The Notifying Party submits that the Transaction will raise no competition concerns in the area of consulting  services  for  the  following
    reasons. First, the Parties' market shares (and particularly those of the Cegedim Business) are modest. Second, the Parties are  constrained
    in the provision of consulting services by a wide variety of competitors, such as Kantar Health, Ipsos and Cello Health . Finally, the  fact
    that pharmaceutical companies have increasingly sophisticated in-house capabilities and do not therefore need to procure consulting services
    from third-party providers represents an additional constraint on the Parties’ activities in this area.

2 Commission’s assessment

203) The Commission notes that, post-Transaction, IMS' market shares will be below 20% both at EEA and at national level,  and  that  the  market
    share increment arising from the Transaction is very limited both at EEA level ([0-5]%) and in France ([5-10]%). There is  no  increment  in
    the other major EEA countries where the Parties are active. Additionally, IMS will continue to face competition from strong market  players,
    such as Kantar Health, Ipsos and Cello Health. For these reasons, the Transaction does  not  raise  competition  concerns  of  a  horizontal
    nature.

204) In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
    internal market and with the EEA Agreement in relation to consulting services in the EEA.

2 Non-horizontal assessment

1 Vertical relationship between PMR services and PMR data

205) Access to panels of healthcare professionals replying to PMR questionnaires and, more generally, access to PMR data is  an  important  input
    for the supply of PMR services. The Parties have their own panels of healthcare professionals. Competitors to the Parties include  companies
    such as GfK and Kantar Health. While some of these competitors maintain their own panels of doctors, others do not and lack direct access to
    PMR data.

206) The Commission investigated whether the Transaction would increase IMS' ability and/or incentive to limit third party access  to  panels  of
    doctors and/or PMR data and, if so, whether this possible conduct is likely to have anti-competitive foreclosure effects.

1 Notifying Party's view

207) The Notifying Party submits that the Transaction would not have any impact on the availability of this  input  for  the  following  reasons:
    First, there are third party panel providers who have pre-established panels covering a variety of specialties and  who  offer  a  range  of
    services that enable competitors to provide PMR studies. Companies providing these types of services are, among others, M3 Global  Research,
    a global market research company specialised in the pharmaceutical and healthcare sector and World One, a medical  market  research  company
    with offices in the United Kingdom and the US. Second, the costs associated with establishing panels for PMR are very low  and  the  size  a
    panel should have in order to allow for meaningful conclusions is  rather  low,  amounting  to  approximately  […]  doctors.  Moreover,  the
    agreements with panellists do not contain any exclusivity arrangements. Finally, the Notifying Party submits that historical data is  mostly
    irrelevant for the purposes of PMR. Where historical data are relevant, it would be sufficient to cover the […]  months  prior  to  the  PMR
    study to be provided, which would not pose a significant entry barrier for a new entrant. Hence, a new entrant can  easily  start  providing
    PMR data and studies.

2 Commission's assessment

208) The Commission considers, based on the information provided by the Parties and based on the responses to the market investigation  that  IMS
    will not have the ability and/or incentive to successfully foreclose access to PMR data as a result of the  Transaction.  Indeed,  the  vast
    majority of competitors who submitted responses in relation to PMR services confirm that they never had any issues in  obtaining  access  to
    PMR data from the Parties.[85] Importantly, no concerns were raised in relation to the overall availability of PMR data for providers of PMR
    services. Contrary to the Notifying Party's submission, competitors of the Parties consider the setting up of own panels to be difficult  to
    an extent that it may hamper market entry.[86] However, there are alternative providers of such panels on the  market,  such  as  M3  Global
    Research and World One. Indeed, a majority of responding competitors relies on such providers for their PMR data input. The merger will  not
    affect the availability of these alternatives. Additionally, the Commission notes that any possible concerns related to the availability  of
    PMR data are removed by the divestment commitment offered by the Parties, discussed in Section 6.

209) In light of the above, the Commission considers that the Transaction does not raise serious doubts in relation to the vertical  relationship
    between PMR services and PMR data.

2 Vertical relationship between RWE services and RWE data

210) Like for PMR, access to RWE data is essential to supply RWE services. The Parties have  contractual  relationships  with  third  parties  in
    place to gather RWE data and maintain their own databases of pre-collected RWE data. Competitors to the Parties include Insight  Health  and
    Kantar Health. While some of the Parties' competitors have established relationships with upstream data suppliers and maintain internal  RWE
    databases, others do not do so and do not have direct access to RWE data.

211) The Commission investigated whether the Transaction would increase IMS' ability and/or incentive to limit third party  access  to  RWE  data
    suppliers and/or to RWE data and, if so, whether this possible conduct is likely to have anti-competitive foreclosure effects.

1 Notifying Party's view

212) The Notifying Party submits that the Transaction would not have any impact on the availability of this  input  for  the  following  reasons.
    First, IMS' contractual relationships with RWE data suppliers are [details of contractual arrangements] post-Transaction. Even  if  [details
    of contractual arrangements], the Notifying Party submits that the data sources used by the Parties for their RWE services represent only  a
    small percentage of the total universe of RWE data and there would thus not be any foreclosure effects for the Parties' competitors. Second,
    Cegedim will retain its own RWE database and license it to IMS [details of contractual arrangements] so that third parties could continue to
    have access to this database. Third, the sample of data needed in order to be able to provide meaningful RWE services is small  and  readily
    accessible from various sources. Finally, although the relevance of historical data depends on the nature of the project,  generally  it  is
    easy to obtain such data if required. In particular, providers of electronic medical records have historical data at their disposal and make
    it available to providers of RWE services on an ad-hoc basis. There is thus no need for RWE services providers to collect data over a longer
    period of time before being able to provide RWE services that rely on historical data.

2 Commission's assessment

213) Similarly to its findings in relation to PMR data, the Commission considers, based on the information provided by the Parties and  based  on
    the responses to the market investigation that IMS will not have the ability and/or incentive to successfully foreclose access to  RWE  data
    as a result of the Transaction.

214) A majority of competitors of the Parties consider that it is generally difficult to collect and obtain RWE data from  multiple  sources  and
    that the acquisition of data may involve a considerable cost.[87] A majority of competitors of the Parties also considers that  the  Parties
    have an advantage in getting access to the relevant data due to, among others, the Cegedim Business' ability to  collect  certain  types  of
    data, such as prescription data at the source (pharmacy, healthcare  professionals)  through  its  software  offerings.[88]  Some  of  these
    respondents seem to suggest that the Parties have exclusive  arrangements  with  their  data  providers.[89]  Nevertheless,  none  of  these
    respondents considers that access to RWE data would be foreclosed as a result of the Transaction. Only a minority  of  respondents  consider
    that access to data could be reduced post-Transaction. One of these respondents explains that the reason for such reduction in accessibility
    would be the willingness of the merged entity to pay a price for the data which its competitors could not afford.[90]

215) The Commission notes that despite these observations, a large number of  competitors  to  the  parties  do  have  their  own  RWE  database.
    Accordingly, they do not depend on the Parties for access to RWE data. Suppliers of RWE data confirmed that they provide their data [details
    of contractual arrangements][91] This applies also to RWE data provided to IMS, which confirmed  that  its  contractual  relationships  with
    suppliers of RWE data are [details of contractual arrangements] In any event, potential sources of RWE data are likely to  remain  available
    on the market post-merger.

216) In addition, Cegedim will retain its RWE database and licence it to IMS [details of contractual arrangements]. While the non-compete  clause
    [details of the non-compete clause].[92] The RWE database will thus remain available as a further source of RWE data  to  providers  of  RWE
    services.

217) In light of the above, the Commission considers that the Transaction does not raise serious doubts in relation to the vertical  relationship
    between RWE services and RWE data.

3 Vertical relationship between healthcare professional databases and CRM and MDM software

218) As explained above in paragraph (12) healthcare professional databases are an input for CRM and MDM software.  Providers  of  this  software
    are authorised to access and use healthcare professional databases on the basis of TPAAs with data providers.[93]

219) At the same time healthcare professional databases are updated through so-called "change requests" or changes made and  validated  by  sales
    representatives of pharmaceutical companies or other users within the CRM software (so-called "bidirectional data clearing  service").  Such
    updates are typically done by the healthcare professional databases provider through a "read and write" access to the CRM  software  of  its
    customers.

220) Since the Cegedim Business is active in the provision of healthcare professional databases, CRM and MDM software and IMS offers CRM and  MDM
    software, a vertical relationship exists between the Parties' activities. Moreover,  given  the  Cegedim  Business'  market  shares  in  the
    upstream market[94] and the possible downstream market for the provision of CRM software solutions  for  pharmaceutical  companies,[95]  the
    Transaction gives rise to vertically affected markets.

221) The Commission investigated whether the Transaction would increase  the  merged  entity's  ability  and/or  incentive  to  engage  in  anti-
    competitive foreclosure to the detriment of third party competitors in healthcare professional databases, CRM and MDM software.

1 Notifying Party's view

222) The Notifying Party submits that the Transaction will not bring about any change  in  the  current  market  dynamics.  Indeed,  the  Cegedim
    Business is already active in both healthcare professional databases, on one hand, and CRM and MDM software, on the other hand,  whilst  IMS
    has no presence in healthcare professional databases in the EEA and virtually no presence in CRM and MDM software.

223) The Notifying Party submits that both IMS and the Cegedim Business have made and make their data available for use by third parties  through
    TPAAs, and the Transaction will not change such behaviour. Granting access to data through  TPAAs  is  a  widespread  and  growing  industry
    practice: readiness to share data is considered by pharmaceutical companies as a pre-requisite  for  the  selection  of  service  providers.
    Therefore, any refusal by IMS or the Cegedim Business to a customer request to access data would undermine the business of the Parties,  and
    makes foreclosure strategies unprofitable. The Notifying Party submits that any  refusals  to  provide  access  to  healthcare  professional
    databases was grounded on protection of the Parties’ IP rights.

224) Additionally, the Notifying Party highlights that pharmaceutical companies are sophisticated customers, which have the ability  to  “cherry-
    pick” among various service those that are most convenient to them. This  practice  often  results  in  different  data  sets  and  software
    solutions being chosen, and customers often integrate the data and software solutions themselves or hire third party data-integrators to  do
    so. The Notifying Party submits that there is no reason to believe that this practice will be affected by the Transaction.

2 Commission's assessment

225) During the market investigation several respondents raised the concern that, post-Transaction, the merged entity would have the ability  and
    incentive to engage in input foreclosure with respect to healthcare professional databases in order to harm competing providers of  CRM  and
    MDM software.[96] They point out that the French Competition Authority recently found that Cegedim had  engaged  in  abusive  discriminatory
    conduct in breach of Article 102 of the TFEU and Article L.420-2 of the French Code de Commerce by  refusing  to  allow  some  customers  of
    Euris, a CRM software provider, to give Euris access to its OneKey healthcare professional database.[97]

226) Some respondents to the market investigation also raised the issue that, post-Transaction, the merged entity  would  have  the  ability  and
    incentive to engage in foreclosure with respect to bidirectional data clearing  services,  to  the  detriment  of  healthcare  professionals
    databases. They mention that this would be the case today for Cegedim's CRM software TEAMS® and Mobile Intelligence®,  where  no  access  is
    available to any competing provider of healthcare professional database.

227) The Commission acknowledges that the merged entity would have the ability to foreclose  access  to  its  healthcare  professional  database,
    OneKey, to third party providers of CRM and MDM software. Likewise, the merged entity would have the ability to  foreclose  read  and  write
    access to its CRM software to competing providers of healthcare professional databases.

228) However, in the context of this merger case, the Commission can only take account of the impact that the combination of  the  businesses  of
    IMS and Cegedim would have on the ability and incentive of the merged entity to engage in such conduct. This merger  specific  effect  seems
    limited in this case. Indeed, the Transaction will not increase the merged entity's market position in the upstream  market  for  healthcare
    professional databases, since IMS does not provide such data in the  EEA.  Moreover,  the  increment  brought  by  the  Transaction  in  the
    downstream market for CRM and MDM software is limited.

229) In any event, the Commission notes that alternative suppliers of healthcare professional databases, such as aPureBase,  which  collects  and
    maintains a healthcare professional database in 32 countries, exist in the market. The Commission also notes that recently a strong provider
    of CRM and MDM software in the EEA, Veeva, has started offering a healthcare professional database.[98] Therefore, alternative inputs  exist
    on the market for CRM and MDM software providers in the EEA.

230) As regards the claim that the merged entity could engage in foreclosure with respect to bidirectional data clearing services for  healthcare
    professional database providers, the Commission notes that as explained above in Section 4.4, the market for  CRM  software  could  also  be
    broader than encompassing only software solutions specifically for pharmaceutical companies. In such a broader market  the  merged  entity's
    market share for CRM software would be below 30%. Several alternative providers of CRM software would remain in the  market,  such  as  SAP,
    Veeva, Microsoft, etc. Therefore, healthcare professional database providers would have access to alternatives means  to  obtain  "read  and
    write" access to CRM software.

231) Finally, the fact that Cegedim has been found to violate competition rules by refusing access to its healthcare  professional  database  may
    have an effect on the likelihood of the merged entity engaging in such conduct in the first place in the future.[99]

232) In light of the above, the Commission considers that the Transaction does not  raise  serious  doubts  as  to  its  compatibility  with  the
    internal market and with the EEA Agreement in relation to the vertical relationship between healthcare professional  databases,  downstream,
    and CRM and MDM software, upstream.

4 Vertical relationship between healthcare professional databases and sales tracking data (brick structure)

233) As explained above in paragraph (21), in order to be of use for pharmaceutical companies,  healthcare  professional  databases  have  to  be
    delivered on the basis of the same structure used for reporting of sales tracking data. Most pharmaceutical  companies  in  the  EEA  source
    sales tracking data from IMS and IMS delivers its data in the basis of its own “brick structure”, on which  it  claims  IMS  protection.  In
    practice, therefore, providers of healthcare professional databases need access to the IMS’ brick structure in order to be able  to  operate
    on the market..

234) Since the Cegedim Business is active in the provision  of  healthcare  professional  databases  and  IMS  maintains  and  provides  a  brick
    structure, a vertical relationship exists between the Parties' activities. Moreover,  given  the  Cegedim  Business'  market  share  in  the
    downstream market[100]and the fact that IMS' brick structure has  been  acknowledged  as  the  de  facto  standard  for  the  pharmaceutical
    industry,[101] the Transaction gives rise to vertically affected markets.

235) The Commission investigated whether the Transaction would increase the merged entity's ability and/or incentive  to  foreclose  third  party
    access to the brick structure and, if so, whether this possible conduct is likely  to  have  anti-competitive  foreclosure  effects  to  the
    detriment of healthcare professional databases providers.

1 Notifying Parties' view

236) The Notifying Party submits that the Transaction will not change IMS’ behaviour with regard to  making  available  the  brick  structure  to
    providers of healthcare professional databases through TPAAs.

237) The Notifying Party submits that it has always made data available through TPAAs, and will continue  to  do  so  post-Transaction.  Granting
    access to data through TPAAs is a widespread and growing industry  practice:  readiness  to  share  data  is  considered  by  pharmaceutical
    companies as a pre-requisite for the selection of service providers. Therefore, any refusal by IMS to a customer  request  to  rely  on  the
    brick structure would undermine IMS’ business, and makes such a foreclosure strategy unprofitable. The Notifying Party indicates that in the
    US, IMS offers both sales tracking data and healthcare professional databases [details of IMS' TPAA record in the US].

238) Additionally, the Notifying Party highlights that pharmaceutical companies are sophisticated  customers  which  insist  on  the  data  being
    shared and have the ability to “cherry-pick” among various services those that are most convenient to them. This practice often  results  in
    different data sets and software solutions being chosen, and customers often integrate the data and software solutions  themselves  or  hire
    third party data-integrators to do so. The Notifying Party submits that there is no reason to believe that this practice will be affected by
    the Transaction.

2 Commission's assessment

239) Several respondents to the market investigation have expressed concerns with regard to the concentration  of  both  healthcare  professional
    databases and sales tracking data in the hands of IMS. [102]

240) In more detail, these respondents explained that, pre-Transaction, healthcare professional databases providers have been able  to  cooperate
    with IMS, obtained access to IMS’ brick structure and delivered their data to customers organised according to the brick structure  designed
    by IMS.

241) The same respondents are concerned that, post-Transaction, once IMS will become a provider of both  healthcare  professional  databases  and
    sales tracking data in the EEA, it will no longer have any incentive to cooperate with other providers of healthcare professional  databases
    and to provide them access to the brick structure underlying its sales tracking data. More precisely, the  respondents  contended  that  IMS
    could either deny access to its brick structure to healthcare professional databases competitors  or  make  such  access  more  onerous  for
    customers (pharmaceutical companies), by either introducing charges or delaying access. This would effectively hamper the quality  of  these
    competitors' healthcare professional databases and make them less competitive.

242) The Commission considers that IMS will effectively have the ability to foreclose access to its brick structure  to  competing  providers  of
    healthcare professional databases post-Transaction and/or to make such access more onerous for customers. Indeed, IMS claims that the  brick
    structure is protected by Intellectual Property Rights and therefore that it cannot be used by healthcare  professional  database  providers
    and/or pharmaceutical companies without its consent. As explained in Section 4.1.2 of this Decision, if a pharmaceutical  company  purchases
    sales tracking data from IMS and wants the healthcare professional database it acquires from another supplier to be based on the same  brick
    structure of IMS' sales tracking data, the pharmaceutical company is required by IMS to enter into a TPAA. On the basis of  this  TPAA,  the
    third party providing the healthcare professional database is authorised to access and use IMS' brick  structure  and  therefore  deliver  a
    database interoperable with IMS' sales tracking data. As explained in paragraphs (21) and (233), since IMS' brick structure is de facto  the
    industry standard, if healthcare professional databases providers cannot organise their  datasets  on  the  basis  of  that  standard,  such
    providers could not offer a product which is interoperable with  other  data  used  by  pharmaceutical  companies.  Partnership  with  other
    suppliers of sales tracking data[103] would not be a viable solution given the dominant position of IMS in the provision  of  this  type  of
    data.[104] Under these circumstances, IMS would have the ability to  foreclose  the  competitors  of  the  Cegedim  business  in  healthcare
    professional databases by hampering their access to this indispensable input.

243) The Transaction also seems to have a specific effect on IMS’ incentives to give access to its brick structure to third party competitors  in
    healthcare professional databases. Indeed, by acquiring the Cegedim Business, IMS will itself become the owner of a healthcare  professional
    database, OneKey. This in itself raises serious doubts that post-Transaction, it will have the incentive to stop  providing  access  to  its
    brick structure to competitors and to undermine their ability to compete  in  the  provision  of  healthcare  professional  databases.  When
    confronted with these doubts, the Notifying Party has not provided any evidence showing the lack of ability  and  incentive  of  the  merged
    entity to foreclose access to its brick structure by competing providers of healthcare professional databases.

244) In light of the above, the Commission considers that the Transaction raises serious doubts as to its compatibility with the internal  market
    and with the EEA Agreement as regards the vertical relationship between healthcare professional databases and the brick structure underlying
    sales tracking data.

5 Vertical relationship between CRM and MDM software and sales tracking data (brick structure)

245) As explained above in paragraph (21), for CRM and MDM software to effectively process and interact with their data  input  it  is  important
    that it integrates the brick structure underlying the data. Therefore, providers of CRM and MDM software need access to the brick  structure
    used by their customer's provider of sales tracking data (which, for the reasons outlined above,[105] typically is IMS).[106]

246) Since the Cegedim Business is active in the provision of CRM and MDM software and IMS maintains and provides a brick structure,  a  vertical
    relationship exists between the Parties' activities. Moreover, given the Cegedim Business' market share in CRM software[107]  and  the  fact
    that IMS' brick structure has been acknowledged as the de facto standard for the pharmaceutical industry,[108] the Transaction gives rise to
    vertically affected markets.

247) The Commission investigated whether the Transaction would increase the merged entity's ability and/or incentive  to  foreclose  third  party
    access to the brick structure and, if so, whether this possible conduct is likely  to  have  anti-competitive  foreclosure  effects  to  the
    detriment of CRM and MDM software providers.

1 Notifying Party's view

248) The Notifying Party submits that the Transaction will not change IMS’ behaviour with regard to  making  available  the  brick  structure  to
    providers of CRM and MDM software.

249) The Notifying Party submits that it has always made the brick  structure  available  through  TPAAs,  and  will  continue  to  do  so  post-
    Transaction. Granting access to data through TPAAs is a widespread and growing industry practice: readiness to share data is  considered  by
    pharmaceutical companies as a pre-requisite for the selection of service providers. Therefore, any refusal by IMS to a customer  request  to
    rely on the brick structure to the CRM or MDM provider would undermine IMS’ business, hence making any foreclosure strategy unprofitable.

250) The Notifying Party explains that pharmaceutical companies are sophisticated customers which insist on the data being shared  and  have  the
    ability to “cherry-pick” among various services those that are most convenient to  them.  This  practice  often  results  in  pharmaceutical
    companies procuring different data sets and software solutions separately, and customers often integrate the  data  and  software  solutions
    themselves or hire third party data-integrators to do so. The Notifying Party submits that there is no reason to believe that this  practice
    will be affected by the Transaction.

251) Additionally, the Notifying Party submits that IMS’ revenues from sales tracking data exceed the total value of sales  of  CRM  software  to
    pharmaceutical companies in the EEA, and there are higher incremental margins in the sales tracking business than  in  CRM.  Therefore,  IMS
    would have no incentive to refuse pharmaceutical companies access to its sales tracking data and brick structure to favours its own CRM  and
    MDM software.

2 Commission's assessment

252) During the market investigation several respondents raised the concern that, post-Transaction, the merged entity would have the ability  and
    incentive to engage in input foreclosure to the detriment of CRM and MDM software providers.[109]

253) These respondents explain that, post-Transaction, the merged entity will control access to another essential input for CRM and MDM  software
    providers, that is the brick structure underlying the data introduced in the software. In particular, these respondents suggested that, post-
    Transaction, once IMS will hold a stronger position in CRM and MDM software due  to  the  acquisition  of  the  activities  of  the  Cegedim
    Business, it will have the ability and incentive to foreclose access  to  its  brick  structure  in  order  to  hinder  the  functioning  of
    competitors' software and favour its own product on that market.

254) The Commission considers that IMS will have the ability to foreclose access to its brick structure to competing providers  of  CRM  and  MDM
    software post-Transaction. Indeed, as explained in paragraph (242), the brick structure is a proprietary database of IMS, which can make use
    of it and give access to it at its discretion. As explained in paragraphs (21) and 45(245), since IMS'  brick  structure  is  de  facto  the
    industry standard. If CRM and MDM software providers cannot integrate in their systems that standard,  such  providers  could  not  offer  a
    product which is effectively process the data used by pharmaceutical companies. Partnerships with other suppliers  of  sales  tracking  data
    would not be a viable solution given the dominant position of IMS in the provision of this type of data.[110] Under these circumstances, IMS
    would have the ability to foreclose its competitors in CRM and MDM software solutions by hampering their access to this indispensable input.

255) The Transaction also seems to have a specific effect on IMS’ incentives to give access to its brick structure to third party competitors  in
    CRM and MDM software. Indeed, by acquiring the Cegedim Business, IMS will become the owner of a stronger offer  in  CRM  software.  This  in
    itself raises serious doubts that, post-merger, it will have the incentive to stop providing access to its brick structure  to  competitors,
    so as to undermine their ability to compete in the provision of CRM software. Similar considerations apply to  MDM  software.  Although  the
    increase in IMS’ market position in the provision of such software resulting from the Transaction is currently rather limited, access to its
    brick structure is indispensable to guarantee a dynamic competition in this market going forward.

256) When confronted with these serious doubts, the Notifying Party has not provided any evidence of the lack of ability  and  incentive  of  the
    merged entity to foreclose access to its brick structure to competing providers of CRM and MDM software.

257) In light of the above, the Commission considers that the Transaction raises serious doubts as to its compatibility with the internal  market
    and with the EEA Agreement as regards the vertical relationship between CRM and MDM  software  and  the  brick  structure  underlying  sales
    tracking data.

6 Conglomerate effects of the enlarged product offering

258) The Transaction would enable IMS to offer a comprehensive product portfolio in relation to the information and technology services  commonly
    purchased by pharmaceutical companies to assess their performance and to take strategic  decisions.  In  particular,  post-Transaction,  IMS
    would be able to offer pharmaceutical companies healthcare professional databases and CRM services, which currently it does not offer or  it
    does not offer to any meaningful extent in the EEA.[111] Moreover, the Notifying Party is currently in  the  process  of  [details  of  IMS'
    planned services]

259) The Commission investigated whether the combination of the largely complementary product portfolios of IMS  and  the  Cegedim  Business,  as
    well as the inclusion of the product portfolio of the Cegedim Business into [details of IMS' planned services],  would  provide  the  merged
    entity with the ability and incentive to successfully foreclose competitors by offering a bundled product that cannot be replicated  by  any
    other market player.

1 Notifying Party's view

260) The Notifying Party submits that the Transaction does not raise any conglomerate concerns for the following reasons:  First,  the  Notifying
    Party will not have market power in any market affected by the Transaction. Second, IMS has no intention to reduce the  interoperability  of
    its services with competing offerings or to only provide them as a bundle. Indeed, IMS and the Cegedim Business sell their data and services
    offerings at different points in time and to different individuals within pharmaceutical companies.  Even  where  a  pharmaceutical  company
    concludes a framework agreement for multiple products and services, these framework agreements focus  on  contractual  issues,  whereas  the
    commercial terms for individual products and services are negotiated at different points in  time  with  different  individuals  within  the
    customer concerned. Third, pharmaceutical companies enjoy significant countervailing buyer power and would counter exclusionary  strategies,
    among others by relying on in-house capabilities for the products and services concerned. Fourth,  neither  IMS  nor  the  Cegedim  Business
    currently engages in tying or bundling.  Fifth,  the  merged  entity  would  not  have  any  incentives  to  foreclose  its  competitors  as
    pharmaceutical companies would always be able to source a combination  of  the  individual  products  and  services  required  from  several
    alternative sources.

261) [Details of IMS' planned services]

2 Commission's assessment

262) The results of the market investigation as regards the effects arising from the combination of the Parties' product portfolios  were  mixed.
    Whilst some customers responding to the market investigation submit that a more complete product offering might be beneficial for them,[112]
    the majority of the respondents consider that the combination of the  Parties'  product  portfolios,  including  different  types  of  data,
    software solutions and consulting services for pharmaceutical companies would negatively impact their market position , both as  competitors
    and as customers.[113] More in detail, on one hand, competitors submit that the merged entity would have a complete  product  portfolio  and
    therefore it would be able to offer bundles of products which no other market participant would be able  to  replicate.[114]  On  the  other
    hand, pharmaceutical companies consider that the combination of the Parties' product portfolios would  negatively  impact  their  bargaining
    position as a customer of the merged entity and that the merged entity could incentivise or even force customers to buy a bundle of products
    and/or services rather than stand-alone solutions, thereby, among others driving alternative providers out of the market.[115]

263) In the majority of circumstances, conglomerate mergers will  not  lead  to  any  competition  concerns.  The  integration  of  complementary
    activities or products within a single firm may produce significant efficiencies  and  be  pro-competitive.  In  particular,  mergers  which
    involve products belonging to a range or portfolio of products that are generally sold to the  same  set  of  customers  may  give  rise  to
    customer benefits such as one-stop-shopping.[116] In the present case, the combination of the product portfolios  of  IMS  and  the  Cegedim
    Business could indeed allow the merged entity to offer a better product and to reduce transaction costs as customers would be able to obtain
    the products and services they need on a one-stop-shop-basis.[117]

264) The Commission considers that the Notifying Party would not have the ability and/or incentive to foreclose competitors through  bundling  or
    tying the Parties' combined offering post-Transaction.

265) In addition, the Commission notes that the two complementary products being added to IMS' portfolio are CRM software  (where  IMS  currently
    only has a very limited presence) and healthcare professional databases (which is not currently offered on the market by IMS  in  the  EEA).
    These products could be potentially bundled with or tied to IMS' strongest product, sales tracking data.

266) In this regard the Commission notes the following.

267) First, the Commission notes that in all markets for products and services which could constitute the bundle offered by  the  merged  entity,
    such as healthcare professional databases and CRM software, there will remain a sufficient number of alternative providers.[118]

268) Second, the Commission notes that pharmaceutical companies source their products and services from different providers at  different  points
    in time. As set out in Section 5.2.6.1 of this Decision, the Notifying Party submits that IMS and the Cegedim Business sell their  data  and
    services offerings at different points in time and to different individuals within pharmaceutical companies. Indeed,  the  duration  of  the
    contracts for the different products and services varies. For instance, according to the Notifying Party, contracts for CRM software usually
    have duration of […] whereas healthcare professional databases are usually procured every  […].  Respondents  to  the  market  investigation
    equally submit that the duration of their contracts for the products and services concerned  varies.  Moreover,  there  are  a  considerable
    number of market participants who do not purchase the products and services concerned as part of the same  contract.  If  the  products  and
    services affected by the Transaction are sourced together, one contract would usually not cover more than two products/services, such as for
    instance CRM software and healthcare professional databases. [119]

269) Third, the Commission considers that customers themselves could counter any foreclosure strategies of the merged entity. As set out  in  the
    paragraph above(267), pharmaceutical companies source their products and services from different providers  at  different  points  in  time.
    There is no indication that their purchasing behaviour will change as a result of the Transaction. This is in particular the  case  for  the
    deployment of software solutions, the implementation of which implies a multiple year financial commitment. Such  purchasing  patterns  will
    continue to impose a constraint on the merged entity and would constitute a countervailing  factor  with  respect  to  the  merged  entity's
    ability to engage in any type of bundling strategy.

270) Fourth, the Commission considers that competitors, even with a more limited product range, would still be able to  counter  any  foreclosure
    strategies of the merged entity. Indeed, already today single-product players cooperate to provide competing services. For instance,  Veeva,
    a large supplier of CRM software for the pharmaceutical industry, is partnering with Symphony Health  Solutions  to  provide  an  integrated
    offering of Veeva's healthcare professional databases with Symphony Health Solutions' performance and analytical data.

271) In addition, Cegedim will retain activities in the markets where the merged entity is active, in particular in relation  to  sales  tracking
    data and RWE services and will thus be able to compete against the merged entity, either through a stand-alone  offering  or  by  partnering
    with other competitors of the merged entity to launch a more integrated offering. As indicated in paragraph (216),  the  non-compete  clause
    [details of the non-compete clause].[120]

272) Fifth, the Commission considers that it is unlikely that the merged entity would engage in pure bundling or  any  other  forms  of  bundling
    and/or tying because of its past conduct. According to paragraph 109 of the Non-horizontal Guidelines, the Commission  may  also  take  into
    account in its assessment "other factors such as ownership structure of the merged entity, the type of strategies adopted on the  market  in
    the past or the content of internal strategic documents such as business plans" (emphasis added).

273) Based on the Notifying Party's submission, the Commission notes that IMS is currently not offering any bundles in  the  EEA.[121]  Likewise,
    the Cegedim Business does not engage in bundling. Indeed, although the Cegedim Business is vertically integrated in relation to CRM and  MDM
    software and healthcare professional database and it would have the possibility to offer them as bundles which,  however,  it  supplies  its
    software and its healthcare professional database separately. Moreover, the Commission notes that IMS is not engaging in bundling in the US,
    where it already has a healthcare professional databases offering as well as a sales tracking data offering. Given the similarity in product
    portfolio of IMS today in the United States and of the merged entity post-Transaction in the EEA, its  commercial  strategy  in  the  United
    States today may indeed be considered as an indication that the merged entity will not have any incentive to engage in a "pure bundling"  or
    tying strategy post-Transaction.

274) Finally, the Commission considers that the merged entity could alter the competitive dynamics described above in this Section  would  be  by
    refusing access to its brick structure to its competitors in the markets for CRM and MDM  software  and  healthcare  professional  database.
    However the commitments offered by IMS on 15 December 2014 provide for a ten year obligation for IMS to give access to its brick  structure.
    This remedy is likely to sustain the dynamic competition across the relevant markets and product bundles by competitors of the merged entity
    post-Transaction. Hence, the commitments remove also any conglomerate concern stemming from the ability of IMS to block access to its  brick
    structure.[122]

275) In light of the above, the Commission considers that the Transaction does not give rise to serious doubts as to its compatibility  with  the
    internal market and with the EEA Agreement in relation to  the  conglomerate  effects  of  the  enlarged  product  offering  of  the  merged
    entity.[123]

       COMMITMENTS

1 Description of the commitments

276) In order to remove the serious doubts arising from the Transaction described in Section  5,  the  Notifying  Party  submitted  two  sets  of
    commitments under Article 6(2) of the Merger Regulation on 2 December 2014. One set of commitments is  meant  to  address  the  Commission's
    serious doubts in relation to the provision of PMR syndicated services (the "Divestment Commitment"). The other set relates to the  vertical
    relationship between CRM and MDM software and healthcare professional databases, on one hand,  and  the  brick  structure  underlying  sales
    tracking data, on the other hand (the "Access Commitment").

277) These commitments were market tested by the Commission on 4 December 2014. The Commission informed the Notifying Party  of  the  results  of
    the market test on 11 December 2014. Following the feedback received from market participants  in  the  market  test,  the  Notifying  Party
    submitted a revised set of commitments on 15 December 2014 (the "Final Commitments").

1 Divestment Commitment

278) The Divestment Commitment consisted in the divestiture of IMS' syndicated promotional audit business in the EEA and  Switzerland,  known  as
    Promo.Track (the "Divestment Business"). The Divestment Business included the following assets:

a. Panel and recruitment management assets: contact details of doctors participating in  Promo.Track  during  the  last  3  years;  panel  design
   information and statistics; and (at option of the purchaser) panel management personnel;

b. Data collection assets: copies of the latest version of questionnaires and (at option of the purchaser) data collection personnel;

c. Data processing and delivery: copy of historical data for the relevant countries (last six years)  and  (at  option  of  the  purchaser)  data
   production personnel;

d. Sales assets: existing customer contracts; customer book; trademarks used in the EEA and local markets;  and  (at  option  of  the  purchaser)
   sales personnel;

e. All intellectual property rights necessary for the operation of the Divestment Business; and

f. Any other asset which would have been necessary for the continued viability and competitiveness  of  the  Divestment  Business,  but  was  not
   specifically identified in the Divestment Commitment.

279) The Notifying Party would also assign customers to the Divestment Business.[124]. The Divestment Commitment  provided  for  a  clause  which
    prohibited IMS from actively soliciting any promotional audit business from the customers that it had assigned to the purchaser for a period
    of [duration]

280) At option of the purchaser, IMS would have offered all necessary transitional services for an interim period on fair and  reasonable  market
    terms to be negotiated with the purchaser, including in particular software licenses, with the exception  of  the  essential  data  delivery
    software which will be offered at no additional charge.

281) Finally, purchaser criteria were included, so that the purchaser should have been active in, and had experience of,  the  healthcare  market
    research sector in the EEA.

2 Access Commitment

282) The purpose of the Access Commitment is to ensure that post-Transaction the merged entity will continue  IMS'  current  market  practice  of
    entering into TPAAs permitting pharmaceutical companies to share information  about  IMS'  brick  structure  with  providers  of  healthcare
    professional databases and CRM and MDM software.

283) In more detail, IMS committed, upon request by an EEA healthcare customer, to enter into a TPAA based on a standard  form  attached  to  the
    commitments. This would permit the requesting customer to share, free of charge, IMS' "brick  structure"  with  a  provider  of  CRM  or  of
    reference data services that had a contractual obligation with that customer to provide such  services  in  the  EEA.  This  commitment  was
    subject to two conditions set out in paragraph 5(c) of the Access Commitment:

a. IMS would have not been subject to an obligation to share the Brick Structure where its intellectual  property  rights  might  not  have  been
   respected; and

b. IMS would have not been subject to an obligation to share the Brick Structure for the purpose of enabling  the  provision  of  Sales  Tracking
   Data by third parties.

284) The Access Commitment envisaged a procedure for the review of TPAA requests by IMS, which foresaw a time limit for IMS  to  accede  to  TPAA
    requests within fourteen working days. The Access Commitment also included a dispute resolution  procedure  that  would  have  enabled  IMS'
    customers, following discussions with IMS and the mediation of a Monitoring Trustee, to initiate an arbitration procedure.

285) Under the terms of the Access Commitment, the review of the terms and conditions of the TPAA standard form would have been  subject  to  (i)
    either mutual agreement between IMS and its TPAA counterparties, (ii) or approval by the Monitoring Trustee, which could have  been  refused
    only if there is inconsistency with EU competition rules.

286) The Access Commitment would have had duration of five years.

3 The result of the market test

287) As regards the commitment to divest the syndicated PMR business of IMS Health, the respondents to the market test  generally  confirmed  the
    comprehensiveness of the assets included in the Divestment Business. They confirmed  that  these  assets  were  sufficient  for  a  suitable
    purchaser to run that business in an effective and competitive manner.[125]

288) This being said, the respondents confirmed that the limited size, in value, of the Divestment Business could affect the  viability  of  that
    business going forward. To a large extent, these concerns were addressed in the Divestment  Commitment,  which  foresaw  specific  purchaser
    criteria, mentioned in paragraph (281) above. Indeed, the majority of the pharmaceutical companies that replied to the market test confirmed
    that they would consider purchasing syndicated PMR studies from a purchaser that would meet those criteria.[126]However,  according  to  the
    respondents, other elements of the Divestment Business could still threaten the viability of the Divestment Business going forward.

289) During the market test, concerns were raised with regard to the non-solicitation clause included  in  the  Divestment  Commitment.[127]  The
    initial clause prevented IMS from actively soliciting any syndicated PMR business from the customers that it had assigned to  the  purchaser
    for a period of [duration]. Respondents to the market test indicated that this duration would be too short to preserve the viability of  the
    Divestment Business and to give the purchaser time to develop the business on a sustainable and competitive basis. They also indicated  that
    the scope of the non-solicitation clause should be clarified to cover also solicitation of customers through  bundled  offers  that  include
    syndicated PMR services.

290) Importantly, respondents to the market test referred to the limited size and declining nature of the syndicated PMR  business  as  a  whole.
    [Details of responses from market investigation to Divestment Business][128]

291) As regards the Access Commitment, respondents to the market test generally confirmed that it  would  ensure  that  competitors  in  CRM  and
    healthcare professional database services continue to have access to the brick structure of IMS Health, which  is  an  essential  input  for
    their service offerings. Respondents pointed out that the universe of beneficiaries of the Access Commitment  should  include  MDM  software
    providers, which face the same issue.[129]

292) Furthermore, the respondents indicated that the input to which access is granted should be clarified further.[130] They explained that  IMS'
    brick structure is a dynamic product, which is revised regularly to adjust to administrative territorial reforms and the opening or  closing
    of pharmacies. Therefore, the Access Commitment should include updates of the brick structure and future releases that may  substitute  IMS'
    current brick structure products.

293) The respondents also raised several issues as regards the procedure for the review of the  TPAA  requests  by  the  merged  entity  and  the
    dispute resolution mechanism.

294) Regarding the procedure for the review of the TPAA requests, some respondents indicated that the 14 days review period was  too  long.  They
    explained that such duration could hinder the ability of the merged entity's competitors to quickly respond to customers'  needs  and  could
    create the risk that those competitors lose business in favour of the merged entity due to the delay in getting access to the relevant data.

295) More generally, respondents expressed doubts on the effectiveness of the Access Commitment due to the vague terms  of  its  paragraph  5(c),
    under which a TPAA can be refused. According to the respondents, the original wording of the commitment left  too  much  discretion  to  the
    merged entity to refuse access.

296) Regarding the dispute resolution mechanism, respondents to the market test were concerned that third party beneficiaries of the access  were
    not entitled to participate in such mechanism.

297) Finally, some concerns were expressed during the market test with  regard  to  the  duration  of  the  Access  Commitment.[131]  Respondents
    confirmed that third parties such as CRM software providers normally need more than 5 years to implement their software. The  proposed  five
    year duration of the Access Commitment did not correspond to this business cycle and was considered too short.

4 Final Commitments

298) The Final Commitments consisted of the revised versions of the Divestment Commitment (the "Revised Divestment Commitment")  and  the  Access
    Commitment (the "Revised Access Commitment").

299) More precisely, the Revised Divestment Commitment included the following modifications:

a. the scope of the non-solicitation clause was  amended  to  explicitly  cover  solicitation  of  customers  through  bundled  offers  including
   syndicated PMR services;

b. the duration of the non-solicitation clause was extended to [duration];

c. to address the limited interest that potential  purchaser  showed  in  acquiring  the  Divestment  Business,  an  up-front  buyer  clause  was
   introduced. Pursuant to this clause, IMS committed not to implement the Transaction before a binding sale and purchase agreement for the  sale
   of the Divestment Business would have been signed with a purchaser approved by the Commission.

300) The Revised Access Commitment included the following main amendments:

a. the scope of the Access Commitment was amended to specifically include future brick structure as an input to which access is granted;

b. MDM software providers were included as beneficiaries of the access;

c. the time limit for the review of the TPAA requests was shortened to 10 working days;

d. the Access Commitment was re-worded to limit the possible margin of discretion of IMS in granting access to its brick structure. To this  end,
   the mandate of the Monitoring Trustee was amended to entrust the Trustee with assessing whether IMS' refusals  was  justified  under  the  re-
   worded Access Commitment;

e. the dispute resolution mechanism was amended to envisage an increased role in the process to third party beneficiaries;

f. The duration of the Access Commitment was extended to ten years.

2 Commission's assessment

1 Applicable rules

301) Where a concentration raises serious doubts as to its compatibility with the internal market,  the  parties  may  undertake  to  modify  the
    concentration so as to remove the grounds for the serious doubts identified by the Commission and thereby gain clearance of their merger  in
    Phase I.[132]

302) It is for the parties to the concentration to put forward commitments.[133] The Commission only has power to  accept  commitments  that  are
    deemed capable of rendering the concentration compatible with the internal market.[134] In Phase I, commitments can only be  accepted  where
    the competition problem is readily identifiable and can easily be remedied. The competition problem therefore needs to be so straightforward
    and the remedies so clear-cut that it is not necessary to enter into an in-depth investigation and that the commitments  are  sufficient  to
    clearly rule out serious doubts within the meaning of Article 6(1)(c) of the Merger Regulation.  Where  the  assessment  confirms  that  the
    proposed commitments remove the grounds for serious doubts on this basis, the Commission clears the merger in Phase I.[135]

303) As concerns the form of acceptable commitments, the Merger Regulation leaves discretion to the Commission as long as  the  commitments  meet
    the requisite standard.[136] Structural commitments will meet the conditions set out above only in so far  as  the  Commission  is  able  to
    conclude with the requisite degree of certainty that it will be possible to implement  them  and  that  it  will  be  likely  that  the  new
    commercial structures resulting from them will be sufficiently workable and lasting to ensure that the significant impediment  to  effective
    competition will not materialise.[137]

304) The divestiture commitments are generally the best way to eliminate competition concerns resulting from horizontal overlaps, although  other
    structural commitments, such as access remedies, may be suitable to resolve concerns if those remedies are  equivalent  to  divestitures  in
    their effects.[138] While divestiture commitments are generally the best way to eliminate competition  concerns  resulting  from  horizontal
    overlaps, other structural commitments, such as access remedies, may be suitable to resolve concerns if those  remedies  are  equivalent  to
    divestitures in their effects.[139]

305) The Commission's Remedies Notice deals explicitly with situations where the merged entity's control of key technology or IP rights leads  to
    concerns of foreclosure of competitors.[140] In sectors where players cooperate by granting IP licences to each  other,  concerns  that  the
    merged entity would no longer have the incentive to provide licences to the same extent and under the  same  conditions  as  before  may  be
    eliminated by commitments to grant licences on the same basis in the future. The Commission will only accept such commitments if it  can  be
    concluded that they will be effective and competitors will likely use them.

306) In the ultimate assessment of proposed commitments, the Commission considers all relevant factors including inter alia the type,  scale  and
    scope of the proposed commitments, judged by reference to the structure and particular characteristics of the  market  concerned,  including
    the position of the parties and other participants on the market.[141] The commitments must be  capable  of  being  implemented  effectively
    within a short period of time.[142]

307) It is against this background that the Commission analyzed the proposed Commitments in this case.

2 Divestment Commitment

308) The Divestment Commitment is a structural remedy and would remove the entire overlap in the market  for  the  provision  of  PMR  syndicated
    services. The structure of the commitment is therefore suitable to remove the serious doubts in a clear-cut manner.

309) The Divestment Commitment achieves this aim on all possible relevant markets for syndicated PMR services. The Divestment  Business  consists
    of IMS' syndicated promotional audit business in the whole of the EEA and Switzerland, and  includes  local  brands.  Thus,  the  Divestment
    Commitment is capable of removing any doubt as regards the compatibility of Transaction with the internal market and with the EEA Agreement,
    regardless of the geographic scope of the study for which syndicated PMR services are used, and regardless of whether  the  competition  for
    these services takes place on national or on a EEA-wide basis.

310) In line with the feedback received during the market test, the Commission considers that the Divestment Business  contains  all  the  assets
    that a suitable purchaser needs to run the business in an effective and competitive manner.[143]

311) In light of the limited size, in value, of the Divestment Business, the Commission  had  doubts  as  to  the  viability  of  the  Divestment
    Business going forward. However, these doubts have been addressed in the first place by the specific purchaser criteria set out in paragraph
    (281) above. Pursuant to these criteria, only purchasers with previous activities and experience in the healthcare market research sector in
    the EEA can acquire the Divestment Business. The majority of the pharmaceutical companies replying to the  market  test  indicated  that  it
    would consider purchasing syndicated PMR studies from a purchaser that meets these criteria. The Final Commitments also include a [duration]
    clause that bans the merged entity from soliciting customers of the Divestment Busines with syndicated PMR services, be it on a  stand-alone
    basis or as part of a wider bundle of services. This should further guarantee the viability of the Divestment Business  going  forward,  and
    addresses the Commission's concerns.

312) Finally, the Final Commitments purport to address the issue of limited interest that purchasers that do meet  the  specified  criteria  have
    shown in acquiring the Divestment Business. This limited interest  raised  doubts  that  the  Divestment  Commitment  would  be  implemented
    effectively. The introduction of the upfront buyer clause now guarantees that the Transaction will not be implemented until a  binding  sale
    and purchase agreement for the sale of the Divestment Business is signed with a purchaser  approved  by  the  Commission  and  therefore  it
    addresses any possible concerns as regards the implementation of the divestiture.

313) In the light of the above, the Commission considers that the Revised Divestment Commitment removes the serious doubts identified in  Section
    5 of this Decision in the market for the provision of syndicated PMR services.

3 Access Commitment

314) This case concerns the situation set out in the Commission's Remedies Notice, in which the merged entity's control of key technology  or  IP
    rights leads to concerns of foreclosure of competitors.[144] Indeed, in the present case, the concerns  of  the  Commission  relate  to  the
    access that competing providers of healthcare professional databases, and of CRM and MDM software need to the IP-protected  brick  structure
    of IMS Health. Access to this input is essential for these competitors of the merged entity to be able to continue offering viable products,
    and for viable entry of new providers in the relevant markets.

315) As set out above, the Commission can only accept access commitments for IP protected inputs if it these commitments are effective and if  it
    is likely that competitors will use them. The Revised Access Commitment meets that threshold. Indeed, it is a continuation  of  the  current
    business practice of IMS Health to enter, on a royalty-free basis, in  TPAAs  that  permit  pharmaceutical  companies  to  share  its  brick
    structure with providers of healthcare professional databases, and CRM and MDM software. Competitors currently provide services on the basis
    of these TPAAs[145] and are likely to continue accessing IMS' brick structure on this basis.

316) The Commission also considers that the inclusion of MDM software providers as beneficiaries of the Access  Commitment  is  needed  to  fully
    remove serious doubts as regards the vertical effects of the Transaction outlined in Section 5.2.5 of this Decision. MDM software  providers
    are providers of services used to manage and maintain healthcare professional databases and therefore need access to the  structure  on  the
    basis of which such databases are compiled. Therefore, in so far as healthcare professional databases are built on the basis of  IMS'  brick
    structure, access to that brick structure should be ensured also for MDM software providers. This is necessary to ensure  that  third  party
    healthcare professional databases could be offered on the market without any restriction as for their possible uses and therefore to  ensure
    effectiveness of the Access Commitment.

317) The Final Commitments specify that the Access Commitment also covers updates of the brick structure and future products that may  substitute
    IMS' current brick structure products.[146] This ensures the effectiveness of the Access Commitment going forward.

318) Regarding the procedure for the review of the TPAA requests, the Commission agrees with respondents to the market test that the  initial  14
    days review period was too long. Indeed such duration could hinder the ability of the merged entity's  competitors  to  quickly  respond  to
    customers' need and could therefore give rise to a risk that those competitors lose business in favour of the merged entity due to the delay
    in getting access to the relevant data. This concern has been addressed in the Revised Access Commitment,  where  the  time  limit  for  the
    review of TPAA requests has been shortened.

319) The Commission also considers that the original definition of the instances where IMS could refuse to enter into a TPAA was too  vague.  The
    revised Access Commitment limits IMS' margin of discretion in this regard, Moreover, IMS will be obliged to inform  the  Monitoring  Trustee
    within three working days of any refusal to enter into a  TPAA  under  the  Revised  Access  Commitment.  The  Monitoring  Trustee  has  the
    responsibility to assess whether IMS' refusal to enter into a TPAA  is  justified  under  the  Revised  Access  Commitment.  The  Commission
    considers that this guarantees an effective and impartial review of the TPAA requests.

320) The Revised Access Commitment foresees a role for third party benefiicaries in the dispute resolution procedure and addresses  the  concerns
    that respondents to the market test expressed in this regard.

321) Finally, the Commission considers that the original five-year duration of the Access Commitment was too short.[147] Competitors such as  CRM
    software providers explained that the implementation of their software products normally  takes  more  than  5  years.  The  Revised  Access
    Commitment has a duration of ten years. This longer duration generally corresponds to the  business  cycle  in  the  information  technology
    industry and ensures the full effectiveness of the Access Commitment.

322) In the light of the above the Commission considers that the Revised Access Commitment removes the serious doubts identified in Section 5  of
    this Decision with regard to the vertical relationship between healthcare professional database and CRM software, on one hand, and the brick
    structure underlying sales tracking data, on the other hand.

3 Conclusion

323) In the light of the above, the Commission considers that the Final Commitments entered  into  by  the  Notifying  Party  are  sufficient  to
    eliminate the serious doubts as to the compatibility of the Transaction with the internal market and with the EEA Agreement.

4 Conditions and Obligations

324) Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission  may  attach  to  its  decision
    conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered  into  vis-à-vis
    the Commission with a view to rendering the concentration compatible with the internal market.

325) The achievement of the measure that gives rise to the change of the market  is  a  condition,  whereas  the  implementing  steps  which  are
    necessary to achieve this result are generally obligations on the parties. Where a condition is not  fulfilled,  the  Commission's  decision
    declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit  a  breach  of  an
    obligation, the Commission may revoke the clearance decision in accordance with Article 8(6)(b) of the Merger Regulation.  The  undertakings
    concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

326) In accordance with the basic distinction between conditions and obligations, the Decision in this case is  conditional  on  full  compliance
    with the requirements set out in section B  of  the  Revised  Divestiture  Commitment  and  section  C  of  the  Revised  Access  Commitment
    (conditions), whereas sections C and E of Revised Divestiture Commitment  and  section  D  of  the  Revised  Access  Commitment  constitutes
    obligations on the Notifying Party.

327) The full text of the Final Commitments is annexed to this Decision as Annex and forms an integral part thereof.

       CONCLUSION

328) For the above reasons, the Commission has decided not to oppose the Transaction as modified by the  Final  Commitments  and  to  declare  it
    compatible with the internal market and with the EEA Agreement, subject to full compliance with the conditions in section B of  the  Revised
    Divestiture Commitment and section C of the Revised Access Commitment and with the obligations contained in sections  C  and  E  of  Revised
    Divestiture Commitment and section D of the Revised Access Commitment. This Decision  is  adopted  in  application  of  Article  6(1)(b)  in
    conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA Agreement.

For  the  Commission                                                     (signed)                                                           Maroš
ŠEFČOVIČ
Member of the Commission

 By Hand & Email
 Directorate-General for Competition
 European Commission
 Place Madou/Madouplein, 1
 1200 Brussels

              Case M.7337 – IMS HEALTH/CEGEDIM BUSINESS COMMITMENTS TO THE EUROPEAN COMMISSION

 Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), IMS Health, Inc. (“IMS Health”)  hereby  enters  into
 the following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view to rendering the  acquisition  by
 IMS Health of sole control over the major part of Cegedim S.A.’s Customer Relationship   Management and Strategic Data  business  (the  “Cegedim
 Business”, and together with IMS Health the “Parties”) (the “Transaction”) compatible with the  Common  Market  and  the  EEA  Agreement  in   a
 decision  rendered  pursuant  to Article 6(1)(b) of the Merger Regulation (the “Decision”).

 This text shall be interpreted in light of the Decision, in the general framework of European Union  law,  in  particular  in   light   of   the
 Merger  Regulation,  and  by  reference  to  the Commission Notice on remedies acceptable under Council Regulation (EC) No  139/2004  and  under
 Commission Regulation (EC) No 802/2004 (the “Remedies Notice”).

 Section A. DEFINITIONS

 1.   For the purpose of the Commitments, the following terms shall have the following meaning:

      Affiliated Undertakings means undertakings controlled by IMS Health, whereby the notion of control shall be interpreted pursuant to Article
      3 of the Merger Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No  139/2004  on
      the control of concentrations between undertakings (the “Consolidated Jurisdictional Notice”).

      Assets means the assets that contribute to the current operation or are necessary to  ensure  the  viability  and  competitiveness  of  the
      Divestment Business as indicated in Section B, paragraph 7 (a), (b) and (c) and described more in detail in the Schedule.

      Closing  means  the  transfer  of  the  legal  title  to  the  Divestment  Business  to  the
      Purchaser.

      Closing Period means the period of […] from the approval of the Purchaser and the terms of sale by the Commission.

      Confidential Information means any business secrets, know-how, commercial information, or any other information  of  a  proprietary  nature
      that is not in the public domain.

   Conflict  of  Interest  means  any  conflict  of  interest  that  impairs  the  Trustee’s objectivity and  independence  in  discharging  its
   duties under the Commitments.

   Divestment Business means the business as defined in Section B and in the Schedule which IMS Health commits to divest.

   Divestiture Trustee means one or more natural or legal person(s) who is/are approved by the Commission and appointed by IMS  Health  and  who
   has/have received from IMS Health the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

   Effective Date means the date of adoption of the Decision.

   First Divestiture Period means the period of […] from the Effective Date.

   Hold Separate Manager means the person appointed by IMS Health for the Divestment Business  to  manage  the  day-to-day  business  under  the
   supervision of the Monitoring Trustee.

   Key Personnel means the personnel necessary to maintain the viability and competitiveness of  the  Divestment  Business,  as  listed  in  the
   Schedule to these Commitments.

   License means non-exclusive license for use in relation to the Divestment Business in the EEA and Switzerland.

   Monitoring Trustee means one or more natural or legal person(s) who is/are approved by the Commission and appointed by IMS  Health,  and  who
   has/have the duty to monitor IMS Health’s compliance with the conditions and obligations attached to the Decision.

   Personnel means all or part of the staff experienced in (i) panel management and recruitment; (ii) data  collection;  (iii)  data  processing
   and delivery; or (iv) customer- facing activities that are assigned to the Divestment Business or are shared personnel.

   Purchaser  means  the  entity  approved  by  the  Commission  as  acquirer  of  the
   Divestment Business in accordance with the criteria set out in Section D.

   Purchaser Criteria means the criteria laid down in paragraph 16 of these Commitments  that  the  Purchaser  must  fulfil  in  order   to   be
   approved  by  the Commission.

   Schedule means the schedule to these Commitments describing more in detail the
   Divestment Business.

   Transitional Services means services that the Purchaser may require IMS Health to provide for a period of up the end of the  year  […]  after
   Closing (or such shorter period as the Purchaser may request), as listed in the Schedule to these Commitments.

   Trustee(s) means the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

      Trustee Divestiture Period means the period of […] months from the end of the First Divestiture Period.

      IMS Health means IMS Health, Inc., incorporated under the laws of Delaware, U.S., with its registered office at 83  Wooster  Heights  Road,
      Danbury, Connecticut 06810, U.S. and registered with EIN number 06-1506026.

      Cegedim means Cegedim S.A., incorporated under the laws of France, with its registered  office  at  127/137  rue  d’Aguesseau,   registered
      with  the  Registry  of Commerce of Nanterre under number 350422622.

 Section B. The Commitment to Divest and the Divestment Business

       Commitment to Divest

 1.   In order to maintain effective competition, IMS Health commits to divest, or procure the divestiture of the Divestment Business by the  end
       of the Trustee Divestiture Period as a going concern to the Purchaser and on terms of sale approved by the Commission in  accordance  with
       the procedure described in paragraph 17 of these Commitments.  To carry out the divestiture, IMS Health commits to find a purchaser and to
       enter into a final binding sale and purchase agreement for the sale of the Divestment Business within the First Divestiture  Period.    If
       IMS Health has not entered into such an agreement at the end of the First Divestiture Period,  IMS  Health  shall  grant  the  Divestiture
       Trustee an exclusive mandate to sell the Divestment Business in accordance with the procedure described in paragraph  29  in  the  Trustee
       Divestiture Period.

 2.   The Transaction  shall  not  be implemented  before  IMS  Health  or the  Divestiture Trustee has entered into a binding sale and  purchase
       agreement for the sale of the Divestment Business and the Commission has approved the purchaser and the terms of sale in  accordance  with
       paragraph 17, it being understood that, subject to the Commission’s having received IMS Health’s  reasoned  proposal  in  accordance  with
       paragraph 17 and the Monitoring Trustee’s reasoned opinion in accordance  with  paragraph   27(viii),   the   Commission   shall   approve
       without  delay  any  purchaser meeting the requisite criteria defined in paragraph 16.

 3.   IMS Health shall be deemed to have complied with this commitment if:

       (a)       by the end of the Trustee Divestiture Period, IMS Health or the Divestiture Trustee has entered into a final  binding  sale  and
            purchase agreement, and the Commission approves the proposed  Purchaser  and  the  terms  of  sale  as  being  consistent  with  the
            Commitments in accordance with the procedure described in paragraph 17; or

       (b)      the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

 4.   In order to maintain the structural effect of the Commitments, IMS Health shall, for a period of  10  years  after  Closing,  not  acquire,
       whether directly or indirectly, the possibility  of  exercising  influence  (as  defined  in  paragraph  43   of   the   Remedies  Notice,
       footnote  3)  over  the  whole  or  part  of  the  Divestment  Business,  unless,

       following the submission of a reasoned request from IMS Health showing good cause and  accompanied  by  a  report  from   the   Monitoring
       Trustee  (as  provided  in paragraph 43 of these Commitments), the Commission finds that the structure of the  market   has   changed   to
       such  an  extent  that  the  absence  of  influence  over  the  Divestment  Business  is  no  longer  necessary  to  render  the  proposed
       concentration compatible with the internal market.

       Structure and Definition of the Divestment Business

 5.   The   Divestment   Business   comprises   IMS   Health’s   Promo.Track   syndicated promotional audit business in the EEA and  Switzerland.
       (In certain EEA countries, the Divestment Business operates under the Promoview, MPI, Werbebulletin, and Reptalk brand names.)  The  legal
       and functional structure of the Divestment Business as operated to date is described in the Schedule. The Divestment  Business,  described
       in greater detail in the Schedule, includes the Assets, Key Personnel and Personnel (at the option of  the  Purchaser),  and  Transitional
       Services (at the option of the Purchaser) that contribute to the current operation of, or  are  necessary  to  ensure  the  viability  and
       competitiveness of, the Divestment Business, in particular:

       (a)       those  tangible  and  intangible  assets  (including  intellectual  property rights)  used  in  the  current  operation  of  the
            Divestment Business, as described in more detail in the Schedule;

       (b)      all   licences,   permits,   and   authorisations   issued    by    any    governmental  organisation  for  the  benefit  of  the
            Divestment Business;

       (c)  all contracts, leases, commitments, and customer orders of the Divestment
            Business; all customer, credit, and other records of the Divestment Business;

       (d)     IMS Health will, upon request of the Purchaser, take reasonable steps and offer reasonable incentives to assist in  providing  the
            transfer to the Purchaser of the Key Personnel and a sufficient number of Personnel needed to operate the Divestment  Business,  and
            will,  upon  request  of  the  Purchaser,  take all reasonable steps,  or  procure  that  all  reasonable  steps  are  being  taken,
            including by offering appropriate incentives (based on industry practice), to encourage all or part of the Key Personnel  to  remain
            with the Divestment Business, and (again upon request of the Purchaser) not to solicit or move  the  requested  Personnel   to   IMS
            Health's  remaining  business.  Should  individual  Key Personnel exceptionally leave the  Divestment  Business,  IMS  Health  shall
            provide a reasoned proposal to replace the person or persons concerned to the Commission and the Monitoring Trustee. IMS Health must
            be able to demonstrate to the Commission that the replacement is  well  suited  to  carry  out  the  functions  exercised  by  those
            individual members of the Key Personnel. The replacement shall take place under the supervision of the Monitoring Trustee, who shall
            report to the Commission.

 6.   In addition, the Divestment Business includes the benefit of an option exercisable by the  Purchaser  for  the  provision  of  Transitional
       Services by IMS Health on fair and reasonable market terms to be negotiated with the Purchaser, for a transitional period of up to the end
       of the year […] or such shorter period as the purchaser may prefer

      (the “Transitional Period”), that comprises certain software Licenses (if required) and other  services,  as  detailed  in  the  Schedule.
      Strict firewall procedures will be adopted so as to ensure that any competitively sensitive information related to, or arising  from  such
      supply arrangements (for example, product roadmaps) will not be shared with, or passed on to, anyone outside the  department(s)  providing
      these Transitional Services.

 Section C. Related Commitments

      Preservation of Viability, Marketability, and Competitiveness

 7.   From the Effective Date until Closing, IMS Health shall preserve or procure the preservation of the economic viability,  marketability  and
      competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible any  risk  of
      loss of competitive potential of the Divestment Business. In particular IMS Health undertakes:

      (a)       not to carry out any act upon its own authority that might have a significant adverse   impact   on   the   value,    management
            or  competitiveness   of   the Divestment Business or that might  materially  alter  the  nature  and  scope  of  activity,  or  the
            industrial or commercial strategy or the investment policy of the Divestment Business; and

      (b)      to make available, or procure to make available sufficient resources for the development of the Divestment Business, on the basis
            and continuation of the existing business plans.

      Hold-separate Obligations

 8.   Subject to paragraph 10, IMS Health commits, from the Effective Date until Closing, to keep  the  Divestment  Business  separate  from  the
      businesses it is retaining and to ensure that unless explicitly permitted under these  Commitments  (i)  management  and  staff   of   the
      business(es)  retained  by  IMS  Health  have  no  involvement  in  the Divestment Business; and (ii) Key Personnel and the Hold  Separate
      Manager of the Divestment Business have no involvement in any business retained by IMS Health and do not report to any individual  outside
      the Divestment Business.

 9.   Subject to paragraph 10, until Closing, IMS Health shall assist the Monitoring Trustee in ensuring that the Divestment Business is  managed
      as a distinct and saleable entity separate from the businesses which IMS Health is retaining.   Immediately  after  the  adoption  of  the
      Decision, IMS Health shall appoint a Hold Separate Manager, who, with the assistance of the Key Personnel,  shall  manage  the  Divestment
      Business independently and in  the  best  interest  of  the  business  with  a  view  to  ensuring  its  continued   economic   viability,
      marketability,  and  competitiveness,  and  its independence from the businesses retained by IMS Health.   The Hold Separate Manager shall
      closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture  Trustee.  Any  replacement  of  the  Hold
      Separate Manager shall be subject to the procedure laid down in paragraph 5(d) of these Commitments.  The  Commission  may,  after  having
      heard IMS Health, require IMS Health to replace the Hold Separate Manager.

 10.  The obligations set out in paragraphs 8, 9, 11, and 27 shall not require IMS Health to hold separate the Personnel, unless  and  until  the
      Purchaser indicates that IMS Health should take reasonable steps and offer reasonable incentives to assist in providing their transfer  to
      the Purchaser.  Neither shall they prevent IMS Health from  providing  transitional  services  to  the  Divestment  Business  between  the
      Effective Date and the completion of its sale to the Purchaser.

      Ring-fencing

 11.  Subject to paragraph 10, IMS Health shall implement, or procure to implement, all necessary measures to ensure that it does not, after  the
      Effective Date, obtain any Confidential Information relating to the Divestment  Business,  and  that  any  such  Confidential  Information
      obtained by IMS Health before the Effective Date will be eliminated and not be used by IMS Health.  In particular,  the  participation  of
      the Divestment Business in any central information technology network shall be severed to the extent possible,  without  compromising  the
      viability of the Divestment Business. IMS Health may obtain or keep information relating to the Divestment  Business  that  is  reasonably
      necessary for the divestiture of the Divestment Business, the provision of the Transitional Services, or the disclosure of  which  to  IMS
      Health is required by law.

      Non-solicitation

 12.  IMS Health undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not solicit any Key
      Personnel or Personnel transferred with the Divestment Business for a period of […] after Closing.

      Due Diligence

 13.  In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, IMS Health  shall,  subject  to
      customary confidentiality assurances and dependent on the stage of the divestiture process:

      (a)  provide   to   potential   purchasers   sufficient   information   as   regards   the
            Divestment Business; and

      (b)  provide  to  potential  purchasers  sufficient  information  relating  to  the  Key
            Personnel and Personnel. Reporting
 14.  IMS Health shall submit written reports in English on potential purchasers of the Divestment Business and developments in the  negotiations
      with such potential purchasers to the Commission and the Monitoring Trustee no later than  10  days  after  the   end   of   every   month
      following  the  Effective  Date  (or  otherwise  at  the Commission’s  request).   IMS  Health  shall  submit  a  list  of  all  potential
      purchasers having expressed interest in acquiring the Divestment Business to the Commission at each and every  stage  of  the  divestiture
      process, as well as a copy of all the offers made by potential purchasers within five days of their receipt.

 15.  IMS  Health  shall  inform  the  Commission  and  the  Monitoring  Trustee  on  the preparation of the data room documentation and the  due
       diligence procedure and shall submit  a  copy  of  any  information  memorandum  to  the  Commission  and  the Monitoring  Trustee  before
       sending the memorandum out to potential purchasers.

 Section D. The Purchaser

 16.  In order to be approved by the Commission, the Purchaser must fulfil the following criteria:

       (a)       the Purchaser shall be independent of and unconnected to IMS Health and its Affiliated Undertakings (this being assessed  having
            regard to the situation following the divestiture);

       (b)       the  Purchaser  shall  have  the  financial  resources,  proven  expertise  and incentive to maintain and develop the Divestment
            Business as a viable and active competitive force in competition with the Parties and other competitors;

       (c)       the Purchaser shall be active in, and have experience of, the healthcare market research sector in the EEA; and

       (d)       the acquisition of the Divestment Business by the Purchaser must neither be likely  to  create,  in  light  of  the  information
            available to the Commission, prima facie competition concerns nor give rise to a risk that the  implementation  of  the  Commitments
            will be delayed.   In particular, the Purchaser must reasonably be expected to obtain all  necessary  approvals  from  the  relevant
            regulatory authorities for the acquisition of the Divestment Business.

 17.  The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business shall
       be conditional on the Commission’s approval.   When IMS Health has reached an  agreement  with  a  purchaser,  it  shall  submit  a  fully
       documented and reasoned proposal, including a copy of the final agreement(s), within  one  week  to  the  Commission  and  the  Monitoring
       Trustee.    IMS  Health  must  be  able  to  demonstrate  to  the  Commission  that  the purchaser fulfils the Purchaser Criteria and that
       the Divestment Business is being sold in a manner consistent with the Commission's Decision and the Commitments.  For  the  approval,  the
       Commission shall verify that the purchaser fulfils the Purchaser Criteria and that the Divestment Business  is  being  sold  in  a  manner
       consistent with the Commitments including their objective to bring about a lasting structural change in the market.   The  Commission  may
       approve the sale of the Divestment Business without one or more Assets, or by substituting one or more Assets with one or  more  different
       assets, if this does not affect the viability and competitiveness of the Divestment  Business  after  the  sale,  taking  account  of  the
       proposed Purchaser.

 Section E. Trustee

       I.   Appointment Procedure

 18.  IMS Health shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments  for  a  Monitoring  Trustee.   IMS
       Health commits not to close the Transaction before the appointment of a Monitoring Trustee.

 19.  If IMS Health has not entered into a binding sale and purchase agreement regarding the Divestment Business […] before the end of the  First
       Divestiture Period or if the Commission has rejected a purchaser proposed by IMS Health at that  time  or  thereafter,  IMS  Health  shall
       appoint a Divestiture Trustee. The appointment of the Divestiture  Trustee  shall  take  effect  upon  the  commencement  of  the  Trustee
       Divestiture Period.

 20.  The Trustee shall:

       (i)  at the time of appointment, be independent of IMS Health and its Affiliated
            Undertakings;

       (ii)       possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment
            banker or consultant or auditor; and

       (iii)      neither have nor become exposed to a Conflict of Interest.

 21.  The Trustee shall be remunerated by IMS Health in a way that does not impede the independent and effective fulfilment of  its  mandate.  In
       particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to  the  final  sale  value  of  the
       Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.

            Proposal by IMS Health

 22.  No later than ten working days after the Effective Date, IMS Health shall submit the name or names of one or more natural or legal  persons
       whom IMS Health proposes to appoint as the Monitoring Trustee to the Commission for approval.  No later than one month before the  end  of
       the First Divestiture Period or on request by the Commission, IMS Health shall submit a list of  one  or  more  persons  whom  IMS  Health
       proposes to appoint as Divestiture Trustee to the Commission for approval. The proposal  shall  contain  sufficient  information  for  the
       Commission to verify that the person or persons proposed as Trustee fulfil the requirements set out in paragraph 20 and shall include:

       (a)      the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil  its  duties
            under these Commitments;

       (b)     the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

       (c)      an  indication  whether  the  proposed  Trustee  is  to  act  as  both  Monitoring Trustee and Divestiture  Trustee  or  whether
            different trustees are proposed for the two functions.

             Approval or Rejection by the Commission

 23.  The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
       modifications it deems necessary for the Trustee to fulfil its obligations. If only one name is approved,  IMS  Health  shall  appoint  or
       cause to be appointed the person or persons concerned as Trustee, in

       accordance with the mandate approved by the Commission. If more than one name is approved, IMS Health shall be free to choose the  Trustee
       to be appointed from among the names approved. The Trustee shall be appointed  within  one  week  of  the  Commission’s    approval,    in
       accordance   with   the   mandate   approved   by   the Commission.

             New Proposal by IMS Health

 24.  If all the proposed Trustees are rejected, IMS Health shall submit the names of at least two more natural or legal persons within one  week
       of being informed of the rejection, in accordance with paragraphs 18 and 23 of these Commitments.

             Trustee Nominated by the Commission

 25.  If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom IMS Health shall appoint, or
       cause to be appointed, in accordance with a trustee mandate approved by the Commission.

       II.       Functions of the Trustee

 26.  The  Trustee  shall  assume  its  specified  duties  and   obligations   in   order   to   ensure  compliance  with  the  Commitments.  The
       Commission may, on its own initiative or at the request of the Trustee or IMS Health, give any orders or instructions to  the  Trustee  in
       order to ensure compliance with the conditions and obligations attached to the Decision.

             Duties and Obligations of the Monitoring Trustee

 27.  The Monitoring Trustee shall:

       (i)        propose in its first report to the Commission a detailed work plan describing how it intends to  monitor  compliance  with  the
            obligations and conditions attached to the Decision.

       (ii)       oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with  a  view
            to ensuring its continued economic  viability,  marketability  and  competitiveness  and  monitor compliance by IMS Health with  the
            conditions and obligations attached to the Decision. To that end the Monitoring Trustee shall:

            (a)       monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business, and  the
                  keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 7 and 8 of
                  these Commitments;

            (b)       supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph  9  of
                  these Commitments;

            (c)  with respect to Confidential Information and subject to paragraph 10:

               − determine all necessary measures to ensure that IMS  Health  does  not,  after  the  Effective  Date,  obtain  any  Confidential
                     Information relating to the Divestment Business;

               − in particular strive for the severing of the Divestment Business’ participation in a central information technology  network  to
                     the extent possible, without compromising the viability of the Divestment Business;

               − make sure that  any Confidential  Information  relating to  the Divestment Business obtained by IMS Health before the  Effective
                      Date  is  eliminated  and  will  not  be  used  by  IMS Health; and

               − decide whether such information may be disclosed to or kept by IMS Health as the disclosure is  reasonably  necessary  to  allow
                     IMS Health to carry out the divestiture, provide the Transitional Services, or as the disclosure is required by law;

         (d)     monitor the splitting of assets between the Divestment Business and
               IMS Health or Affiliated Undertakings;

    (iii)     propose to IMS Health such measures as the Monitoring Trustee considers necessary  to  ensure  IMS  Health’s  compliance  with  the
         conditions and obligations attached to the Decision, in particular the maintenance of the full  economic  viability,  marketability  or
         competitiveness of the Divestment Business, the holding separate of the Divestment Business and the non-  disclosure  of  competitively
         sensitive information;

    (iv)      review  and  assess  potential  purchasers  as  well  as  the  progress  of  the divestiture process and verify that, dependent  on
         the stage of the divestiture process, (a) potential purchasers receive sufficient and correct information relating  to  the  Divestment
         Business and the Personnel in particular by reviewing, if available, the data room documentation, the information  memorandum  and  the
         due diligence process, and (b) potential purchasers are provided with sufficient information related to Key Personnel and Personnel;

    (v)       act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

    (vi)      provide to the Commission, sending IMS Health a non-confidential copy at the same time, a written report within 15 days  after  the
         end of every month that shall cover the operation and management of the Divestment Business as well as the splitting of assets so  that
         the Commission can assess whether the business  is  held  in  a  manner  consistent  with  the  Commitments  and  the progress  of  the
         divestiture process as well as potential purchasers;

    (vii)    promptly report in writing to the Commission, sending IMS Health a non- confidential copy at the  same  time,  if  it  concludes  on
         reasonable grounds that IMS Health is failing to comply with these Commitments;

      (viii)  within one week after receipt of the documented proposal referred to in paragraph  17  of  these  Commitments,   submit   to   the
            Commission,  sending IMS Health a non-confidential copy at the same time, a reasoned opinion as to the suitability and  independence
            of the proposed purchaser and the viability of the Divestment Business after the Sale and as to whether the Divestment  Business  is
            sold in a manner consistent with the conditions and obligations attached to the Decision, in particular, if  relevant,  whether  the
            Sale of the Divestment Business without one or more Assets affects the viability of the Divestment Business after the  sale,  taking
            account of the proposed purchaser;

      (ix)     assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

 28.  If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the Monitoring Trustee  and  the  Divestiture  Trustee
      shall cooperate closely with each other during and for the purpose of the preparation of  the  Trustee  Divestiture  Period  in  order  to
      facilitate each other's tasks.

             Duties and obligations of the Divestiture Trustee

 29.  Within  the  Trustee  Divestiture  Period,  the  Divestiture  Trustee  shall  sell  at  no minimum   price    the    Divestment    Business
      to   a   purchaser,   provided   that   the Commission has approved both the purchaser and the final binding sale and  purchase  agreement
      (and ancillary agreements) as in line with the Commission's Decision and the Commitments in accordance with paragraphs 16 and 17 of  these
      Commitments. The Divestiture Trustee shall include in the sale and purchase agreement (as well as in any ancillary agreements) such  terms
      and conditions as it considers appropriate for an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee
      may include in the sale and purchase agreement such customary representations  and  warranties   and   indemnities   as   are   reasonably
      required  to  effect  the  sale.  The Divestiture Trustee shall protect the legitimate financial interests of IMS Health, subject  to  IMS
      Health’s unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.

 30.  In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
      comprehensive monthly report written in English on the progress of the divestiture process. Such reports shall be submitted within 15 days
      after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to IMS Health.

      III. Duties and Obligations of IMS Health

 31.  IMS Health shall provide and shall cause its advisors to provide the Trustee with all such co-operation, assistance and information as  the
      Trustee may reasonably require to perform its tasks. The Trustee shall have full and complete access to any records, documents, management
      or other personnel, facilities, sites and technical information related to the Divestment Business that is necessary  for  fulfilling  its
      duties under the Commitments, and IMS Health and the Divestment Business shall provide  the  Trustee  upon  request  with  copies  of  any
      relevant document. IMS Health and the Divestment Business shall make available to the Trustee one or more offices on their premises and

       shall be available for meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

 32.  IMS   Health   shall   provide   the   Monitoring   Trustee   with   all   managerial   and administrative support that it  may  reasonably
       request on behalf of the management of the Divestment Business. This shall include all administrative support functions  relating  to  the
       Divestment Business which are currently carried out at headquarters level.  IMS Health shall provide  and  shall  cause  its  advisors  to
       provide the Monitoring Trustee, on request, with the information submitted to potential purchasers,  in  particular  give  the  Monitoring
       Trustee access to the data room documentation and all other information  granted to potential purchasers in the due  diligence  procedure.
       IMS Health shall inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at each stage of the selection
       process, including the offers made by potential purchasers at those stages, and keep the Monitoring Trustee informed of  all  developments
       in the divestiture process.

 33.  IMS Health shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney,  duly  executed,  to  the  Divestiture
       Trustee to effect the Sale (including ancillary agreements), the Closing and all actions and declarations which  the  Divestiture  Trustee
       considers necessary or appropriate to achieve the Sale and the Closing, including the appointment of advisors  to  assist  with  the  sale
       process. Upon request of the Divestiture Trustee, IMS Health shall cause the documents required for effecting the sale and the Closing  to
       be duly executed.

 34.  IMS  Health  shall  indemnify the  Trustee  and  its  employees  and  agents  (each  an “Indemnified  Party”)  and  hold  each  Indemnified
       Party harmless against, and hereby agrees that an Indemnified Party shall have no liability to IMS Health for, any liabilities arising out
       of the performance of the Trustee’s duties under the Commitments, except to the extent  that  such  liabilities  result  from  the  wilful
       default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.

 35.  At the expense of IMS Health, the Trustee may appoint advisors (in particular for corporate  finance  or  legal  advice),  subject  to  IMS
       Health’s approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment  of  such   advisors
       necessary  or  appropriate  for  the  performance  of  its  duties  and obligations under the Mandate, provided that any  fees  and  other
       expenses incurred by the  Trustee  are  reasonable.  Should  IMS  Health  refuse  to  approve  the  advisors proposed by the  Trustee  the
       Commission may approve the appointment of such advisors instead, after having heard IMS Health. Only the  Trustee  shall  be  entitled  to
       issue instructions to the advisors.  Paragraph 34 of these Commitments shall apply mutatis mutandis.  In the Trustee  Divestiture  Period,
       the Divestiture Trustee may use advisors who served IMS Health during the Divestiture Period if the Divestiture Trustee considers this  in
       the best interest of an expedient sale.

 36.  IMS  Health  agrees  that  the  Commission  may  share  Confidential  Information proprietary to IMS Health with the Trustee.  The  Trustee
       shall not disclose such information and the principles contained in Article 17  (1)  and  (2)  of  the  Merger  Regulation  apply  mutatis
       mutandis.

 37.  IMS Health agrees that the contact details of the Monitoring Trustee are published on the website of the  Commission's  Directorate-General
       for Competition and it shall inform interested third parties, in particular any potential purchasers, of the identity and the tasks of the
       Monitoring Trustee.

 38.  For a period of 10 years from the Effective Date the Commission may request all information from the Parties that is  reasonably  necessary
       to monitor the effective implementation of these Commitments.

       IV.  Replacement, Discharge and Reappointment of the Trustee

 39.  If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
       a Conflict of Interest:

       (a)  the  Commission  may,  after  hearing  the  Trustee  and  IMS  Health,  require
            IMS Health to replace the Trustee; or

       (b)  IMS Health may, with the prior approval of the Commission, replace the
            Trustee.

 40.  If the Trustee is removed according to paragraph 39 of these Commitments, the Trustee may be required to continue in its function  until  a
       new Trustee is in place to whom the Trustee has effected a full hand over  of  all  relevant  information.  The  new  Trustee   shall   be
       appointed  in  accordance  with  the  procedure  referred  to  in paragraphs 18-25 of these Commitments.

 41.  Unless removed according to paragraph 39 of these Commitments, the Trustee shall cease to act as Trustee  only  after  the  Commission  has
       discharged it from its duties after all the Commitments with which the Trustee has been entrusted  have  been  implemented.  However,  the
       Commission may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might
       not have been fully and properly implemented.

                                                           Section F. The Review Clause

 42.  The  Commission  may  extend  the  time  periods  foreseen  in  the  Commitments   in  response  to  a  request  from  IMS  Health  or,  in
       appropriate cases, on its own initiative. Where IMS Health requests an extension of a time period, it shall submit a reasoned  request  to
       the Commission no later than one month before the expiry of that period, showing good cause. This request shall be accompanied by a report
       from the Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to IMS  Health.  Only  in  exceptional
       circumstances shall IMS Health be entitled to request an extension within the last month of any period.

 43.  The Commission may further, in response to a reasoned request  from  IMS  Health  showing  good  cause  waive,  modify  or  substitute,  in
       exceptional circumstances, one or more of the undertakings in these Commitments. This request shall be accompanied by a  report  from  the
       Monitoring Trustee, who shall, at the same time send a non- confidential copy of the report to IMS Health. The request shall not have  the
       effect of suspending the application of the undertaking and, in particular, of suspending the expiry of  any  time  period  in  which  the
       undertaking has to be complied with.

 Section G.       Entry into Force

 44.  The Commitments shall take effect upon the date of adoption of the Decision.

       (signed)

      Duly authorised for and on behalf of IMS Health

                                                                     SCHEDULE

 1.   The  Divestment  Business  as  operated  to  date  has  the  following  legal  and functional structure:.

 1.1  The  Divestment  Business  comprises  IMS  Health’s  syndicated  promotional  audit  business  in  the  EEA  and  Switzerland.   It  offers
       Promo.Track based on standardized surveys sent to fixed panels of healthcare professionals in Switzerland and the following EEA countries:
       Austria, Belgium, Bulgaria, Denmark, Finland, France, Greece, Hungary, Italy, the Netherlands, Norway, Poland, Portugal, Slovenia,  Spain,
       Sweden, and the U.K.   As the Divestment Business is not currently operated as a stand-alone business,  IMS  Health  will  carve  out  the
       assets that are required for its effective  operation  subject  to  applicable  rules  and  legislation  (including  but  not  limited  to
       data protection legislation).

 2.   In accordance with paragraph 5 of these Commitments, the Divestment Business includes, but is not limited to:

       (a)  the following main tangible assets:

 2.1  Healthcare Professionals Contact Details.  The Divestment Business includes contact details for  all  healthcare  professionals  that  have
       participated in the Divestment Business’ surveys in the EEA and Switzerland during 2012, 2013,  and  2014.   In  total,  the    Divestment
       Business   includes   contact   details   for   c.   […]   healthcare professionals.

 2.2  Surveys.    The Divestment   Business   includes   copies   of  the  latest   versions   of  the  Divestment  Business’  online  and  paper
       questionnaires (as well as historic versions of the Divestment Business’ online and paper questionnaires for 2009, 2010, 2011, 2012,
       2013, and 2014).      These questionnaires include both English and local language versions.

 2.3  Historic Data.  The Divestment Business includes a copy of all historic processed data generated as part of the Divestment Business in  the
       EEA and Switzerland in 2009,
       2010, 2011, 2012, 2013, and 2014.

 2.4  Marketing Materials.  The Divestment Business includes product information sheets, training materials, price lists and presentations,  user
       guides, and marketing materials.

 2.5  Other  Tangible  Assets.    In  collaboration  with  the  Purchaser,  IMS  Health  will determine whether certain tangible assets currently
       shared with the retained business should be transferred, in particular: office space, hardware (e.g., servers, computers,  printers,   fax
       machines,  work  stations,  blackberries),  furniture  (e.g.,  file  cabinets, desks, bookshelves), general office supplies, inventory and
       gift cards for healthcare professionals compensation.

      (b)  the following main intangible assets:

 2.6  IP and Know-How.  The Divestment Business includes all intellectual property rights necessary  to  operate  that  Business,  including  the
       statistical projection methodology

      used for the Divestment Business, as well as the methodology and inputs for calculating key metrics, such as promotional spend  (including
      costs per meeting and per trial), cost allocation principles, and calculation and conversion rates.

 2.7  Trademarks.    IMS  Health  will  assign  for  use  in  the  EEA  and  Switzerland  all registered and unregistered rights related  to  the
      trademarks and trade names used by the Divestment Business, including Promo.Track, Promoview, MPI, Werbebulletin, Global Promo.Track,  and
      Reptalk.

 2.8  Panel Design Information and Panel Statistics.  The Divestment Business includes a detailed explanation of the Divestment  Business’  panel
      design (i.e., the distribution of panellists by country, specialty, and region), as well as metrics on panel participation, including  the
      proportion of healthcare professionals that completed surveys, compliance, number of activities reported per period, etc.,  together  with
      the statistical methodology used to determine the appropriate size and distribution of panels.

      (c)  the following main licences, permits and authorisations:

 2.9  Data Delivery Software.  IMS Health will provide a License to its data analysis and viewing tool (Dataview) at no additional charge  during
      the period during which Transitional Services are provided, and thereafter on fair and reasonable market terms to be negotiated  with  the
      Purchaser.

      (d)  the  following  main  contracts,  agreements,  leases,  commitments  and understandings:

 2.10 Customers.   Subject to  situations where a customer’s consent is legally required (which IMS Health will use all  commercially  reasonable
      efforts to obtain), on-going customer  contracts  that  relate  exclusively  to  data  currently  provided  by   the  Divestment  Business
      will be assigned to the Purchaser of the Divestment Business. The Divestment Business includes a complete list of  current  customers  and
      customers from the previous three years.   A list of customers in 2013 and 2014 (YTD) is provided in Annex 1.

 2.11 Certain  customers  have  agreements  with  IMS  Health  that  govern  the  supply  of services across a number of product areas (including
      services provided by the Divestment Business).  Where a customer’s consent is legally required (which IMS Health will use all commercially
      reasonable efforts to obtain), the portions of these on-going contracts that relate to data currently provided by the Divestment  Business
      will be assigned to the Purchaser.

 2.12 [Details of contract transfer mechanism]

 2.13 For a period of […] from the Effective Date, IMS Health shall not, directly  or  indirectly,  including  through  multi-product  offers  of
       promotional audit services or promotional audit services in combination with other services, solicit, induce, or  attempt  to  solicit  or
       induce any customer of the Divestment Business to transfer to IMS Health any of that  customer’s  syndicated  promotional  audit  business
       acquired by the Purchaser as part of the Divestment Business, provided that IMS Health may  continue  to  provide  syndicated  promotional
       audit services to customers acquired as part of the Proposed Transaction  and  to  respond  to  unsolicited  invitations  to  bid  on  any
       contract   from   any   customer,   including   for   the   provision   of   syndicated promotional audit services.

      (e)  the following customer, credit and other records:

 2.14 Customer Records.   The Divestment Business includes a complete list of current customers and customers from the previous three  years.   A
       list of customers in 2013 and 2014 (YTD) is provided in Annex 1 to this Schedule.

      (f)  the following Personnel:

 2.15 At the option of the Purchaser, IMS Health will take reasonable steps and offer reasonable  incentives  to  encourage   certain   personnel
       experienced   in  (i) panel management and recruitment; (ii) data  collection; (iii) data processing and delivery; or (iv) customer-facing
       activities that are assigned to the Divestment Business or are shared personnel to remain with the Divestment Business.  This  possibility
       will be at the option of the Purchaser, as prospective purchasers may well have (and prefer to use) existing personnel.   These  Personnel
       will be identified in collaboration with the Purchaser.

       (g)  the following Key Personnel:

 2.16 At the option of the Purchaser, IMS Health will take reasonable steps and offer  reasonable  incentives  to  encourage  the  following  Key
       Personnel (who shall be [type of personnel]) to remain with the Divestment Business.

         •  […]

       (h)  the arrangements for the supply with the following products or services by IMS Health or Affiliated Undertakings for the Transitional
            Period:

 2.17 At the option of the Purchaser, IMS Health undertakes to provide the Purchaser on fair and reasonable market terms to  be  negotiated  with
       that Purchaser one or more transitional services, including but not limited to the following services under the terms  of  a  transitional
       services agreements for the Transitional Period:

         •  Services.  At the Purchaser’s request, IMS Health will provide the Purchaser with some or all of the following  services:  (i)  panel
            recruitment and management, (ii) data collection, and (iii) data processing and delivery.

         •  Software Licenses.   If necessary, IMS Health will provide a License to its panel management software (Mebos),  its  data  collection
            software (Merphin), and its data processing (coding and bridging) software (SBPDS).

         •  Corporate Services.   At  the Purchaser’s request,  IMS Health will provide general corporate services including HR, finance, and  IT
            functions.

 2.18 Between the Effective Date and Closing, IMS Health will provide the Divestment Business with the following services: (i) panel  recruitment
      and management, (ii) data collection, and (iii) data processing and delivery as well as all Corporate Services that may be  necessary  for
      the effective operation of the Divestment Business.

 2.19 If there are tangible or intangible assets or personnel that are not identified in points  2  (a)-(h)  of  this  Schedule,  but  which  are
      necessary for the continued viability and competitiveness of the Divestment Business, those assets or personnel (or adequate  substitutes)
      will be offered to potential purchasers.

 3.   The Divestment Business shall not include:

 3.1  For the avoidance of doubt, IMS Health will not assign any rights to use the “IMS” or
      “IMS Health” trademarks.

                                                                     Annex 1

Divestment Business’ Customers (2013)

[…]

Divestment Business’ Customers (2014 YTD)

[…]

 By Hand & Email
 Directorate-General for Competition
 European Commission
 Place Madou/Madouplein, 1
 1200 Brussels

              Case M.7337 – IMS HEALTH/CEGEDIM BUSINESS COMMITMENTS TO THE EUROPEAN COMMISSION

 Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), IMS Health, Inc. (“IMS Health”) hereby  provides  the
 following commitment (the “Commitment”) in order to enable the European Commission (the “Commission”) to declare the acquisition by  IMS  Health
 of sole control of the major part of Cegedim S.A.’s Customer Relationship Management and Strategic  Data  businesses  (the  “Cegedim  Business”)
 pursuant to an agreement entered into on October 17, 2014 (the “Transaction”) compatible with the Common Market  and  the  EEA  Agreement  in  a
 decision rendered pursuant to Article 6(1)(b) of the Merger Regulation (the “Decision”).

 This text shall be interpreted in light of the Decision to the extent that the Commitment is attached as  conditions  and  obligations,  in  the
 general framework of European Union law, in light of the Merger Regulation, and by reference to the Commission  Notice  on  remedies  acceptable
 under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

 Section A.       Definitions

 1.   For the purpose of this Commitment, the following terms shall have the following meaning:

     Affiliated Undertakings means undertakings controlled by IMS Health and/or by the ultimate parents of IMS Health,  whereby  the  notion  of
     control shall be interpreted pursuant to Article 3 of the Merger Regulation and in the light  of  the  Commission's  Jurisdictional  Notice
     under Council Regulation (EC) No 139/2004.

     Brick Structures means all structures owned at present or during the duration of this Commitment  by  IMS  Health  for   presenting   Sales
     Tracking  Data  using  territories divided into geographic units.

     Closing Date means the date of completion of the Transaction.

     CRM Services means software services used by Healthcare Customers to manage interactions between their sales organizations  and  healthcare
     professionals by organizing, automating, and synchronising data from these interactions and from third party data providers.

     CRM Suppliers means suppliers of CRM Services.

     Effective Date means the date of adoption of the Decision.

   Fast-Track  Dispute  Resolution  Procedure  means  the  procedure  provided  for  in
   Section E below and in  Annex 1.

   Healthcare Companies means companies that research, develop, manufacture, and sell healthcare products.

   Healthcare Customers means Healthcare Companies with which IMS Health has a contractual obligation to supply Sales Tracking Data in the EEA.

   MDM Services or “Master Data Management Services” refers to the following services:  (a)   the   reconciliation   of   conflicting   reference
   information;  or  (b)  the appending of additional reference information relating to  individuals,  organizations,  private  insurance  plans,
   products, or brick structures based on business rules selected or approved by a Healthcare Company, with conflicting or additional information
   originating from various sources, including but not limited to reference information that has been: (i) obtained by Healthcare Companies  from
   sales calls; (ii) derived from reference  information   embedded  in   IMS  Health  market  research  offerings;  or (iii) sourced from public
   files or third party providers.

   MDM Suppliers means suppliers of MDM Services.

   Monitoring Trustee means one or more natural or legal person(s) who is/are approved by the Commission  and appointed   by  IMS   Health,   and
   who  has/have the duty to monitor IMS Health’s compliance in accordance with Section D.

   Requesting Customers means Healthcare Customers that request IMS Health authorization to share an IMS Health  Brick  Structure  with  a  third
   party for certain purposes.

   Reference Data Services means services relating to the supply of healthcare professional contact details to Healthcare Companies for principal
   use by those Companies’ sales organizations.

   Reference Data Suppliers means suppliers of Reference Data Services.

   Relevant Services means the provision of CRM Services by CRM Suppliers, MDM Services by MDM  Suppliers,  and/or  Reference  Data  Services  by
   Reference Data Suppliers.

   Sales Tracking Data means data concerning sales of pharmaceutical products made through pharmaceutical wholesalers and pharmacists in the EEA.

   Service Provider means a CRM Supplier, an MDM Supplier, or a Reference Data
   Supplier.

   Third Party Access Agreement means an agreement among or between IMS Health, a Healthcare Customer, and a Service Provider  to  share  an  IMS
   Health Brick Structure with that Service Provider.

   TPAA  Request  means  a  properly  completed  and  submitted  TPAA  form  agreed between  a  Requesting   Customer   and   IMS   Health   that
   relates  to  the  sharing  of

     information about an IMS Health Brick Structure with a Service Provider that has a contractual obligation to provide Relevant  Services  to
     that Requesting Customer in the EEA.

 Section B. Purpose

 2.   IMS Health understands that a number of third parties have apparently questioned IMS Health’s  willingness,  following  the  close  of  the
     Transaction, to continue entering into Third Party Access Agreements  permitting  Healthcare  Customers  to  share  information  about  IMS
     Health’s Brick Structures with Service Providers that have a contractual obligation to provide Relevant Services to Requesting Customers in
     the EEA.

 3.   IMS Health started its Third Party Access Agreement program over twenty years  ago  in  response   to   the   needs   of   its   Healthcare
     Customers.    Since  then,  IMS  Health  has expanded the program, providing access to a broad range of data to many types of vendors in  a
     large number of countries for a variety of uses and customers.  In that time, IMS Health has never inappropriately refused a request for  a
     Third Party Access Agreement, including in relation to requests that benefit its competitors.

 4.   IMS Health is nevertheless ready to make the commitment described in Section C to provide reassurance  to  the Commission,  its  Healthcare
      Customers,  and  other third parties that the Transaction will have no effect on its readiness to enter into Third Party Access Agreements
     permitting Healthcare Customers to share information about its Brick Structures with Service Providers in the EEA.

 Section C. Commitment

 5.   To address the concern identified in Section B above, IMS Health hereby makes the following commitment:

     (a)          Subject to paragraph 5(c), when requested by a Healthcare Customer, IMS Health shall, free of charge, enter into a Third Party
            Access Agreement permitting the Requesting Customer to share an IMS Health Brick Structure  with  a  Service  Provider  that  has  a
            contractual obligation to provide Relevant Services to that Requesting Customer in the EEA for  the  sole  use  of  that  Requesting
            Customer.

     (b)         IMS Health’s obligation pursuant to paragraph 5(a) shall be fulfilled where IMS Health agrees  to  enter  into  a  Third  Party
            Access Agreement on the terms and conditions set out in  Annex 2 within ten working days of the  date  of  a  TPAA  Request  by  the
            Requesting Customer, provided that (i) those terms and conditions may be modified  with  the  mutual  agreement  of  the  Requesting
            Customer and the relevant Service Provider; and (ii) should IMS Health want to amend or modify  the  terms  and  conditions  of  its
            standard form Third Party Access Agreement used as the basis for  all  subsequent  TPAA  Requests,  including  to  ensure  that  its
            intellectual property is respected, it shall obtain the approval of the Monitoring Trustee, provided that  such  approval  shall  be
            refused only where the Monitoring Trustee determines that the amendment or modification proposed by IMS Health is inconsistent  with
            the Decision and applicable EU competition rules.

     (c)          Paragraph 5(a) shall not oblige IMS Health to enter into a Third Party Access Agreement: (i) in circumstances where there  are
            reasonable and objective grounds to believe that (a) IMS Health’s intellectual property would not be  respected  by  the  Requesting
            Customer or the Service Provider in question, (b) the safeguards to be employed by the Requesting Customer or the  Service  Provider
            in question are insufficient to ensure adequate protection of IMS Health’s intellectual  property,  or  (c)  the  safeguards  to  be
            employed by the Requesting Customer or the Service Provider in question are insufficient to provide an adequate basis for  verifying
            compliance with the contractual requirements specified in the Third Party Access Agreement; or (ii) for the purpose of enabling  the
            provision of Relevant Services in relation to Sales Tracking Data supplied by third parties.

     (d)         IMS Health shall inform the Monitoring Trustee within three working days of any refusal to enter  into  a  Third  Party  Access
            Agreement on the grounds set out in paragraph 5(c).

 Section D: Monitoring Trustee

     I.    Appointment Procedure

 6.   IMS Health shall appoint a Monitoring Trustee to carry out the functions specified in this Commitment for a Monitoring Trustee.

                                                       7.    The Monitoring Trustee shall:

     (a)    at the time of appointment, be independent of IMS Health and its Affiliated
            Undertakings;

     (b)         possess the necessary qualifications to carry out its mandate, including by recourse to third party experts with  expertise  in
            information technology or information technology-enabled services or database services; and

     (c)    neither have nor become exposed to a conflict of interest.

 8.   The Monitoring Trustee shall be remunerated by IMS Health in a way that does not impede the independent and  effective  fulfilment  of  its
     mandate and which takes account of the functions described in the Trustee Mandate.

     Proposal by IMS Health

 9.   No later than ten working days after the Effective Date, IMS Health shall submit the name or names of one or more natural or legal  persons
     whom IMS Health proposes to appoint as the Monitoring Trustee to the Commission  for  approval.   The  proposal  shall  contain  sufficient
     information for the Commission to verify that the person or persons proposed as Monitoring Trustee  fulfil  the  requirements  set  out  in
     paragraph 7 and shall include:

     (a)         The full terms of the proposed mandate, which shall include all provisions  necessary  to  enable  the  Monitoring  Trustee  to
            fulfill its duties under this Commitment; and

      (b)   The  outline  of  a  work  plan  which  describes  how  the  Monitoring  Trustee intends to carry out its assigned tasks.

      Approval or Rejection by the Commission

 10.  The Commission shall have the discretion to approve or reject the Monitoring Trustee(s) and to approve the proposed mandate subject to  any
     modifications it deems necessary for the Monitoring Trustee to fulfill its obligations.  If only one name is approved,  IMS  Health   shall
     appoint,  or  cause  to  be  appointed,  person  or  persons  concerned  as Monitoring Trustee, in accordance with the mandate approved  by
     the Commission. If more than one name is approved,  IMS Health shall be free to choose the Monitoring Trustee to be  appointed  from  among
     the names approved.    The Monitoring Trustee shall be appointed within one week of the  Commission’s  approval,  in  accordance  with  the
     mandate approved by the Commission.

     New Proposal by IMS Health

 11.  If  all  further  proposed  Monitoring  Trustees  are  rejected  by  the  Commission,  the Commission shall nominate a Monitoring  Trustee,
     whom IMS Health shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

     Monitoring Trustee Nominated by the Commission

 12.  If  all  further  proposed  Monitoring  Trustees  are  rejected  by  the  Commission,  the Commission shall nominate a Monitoring  Trustee,
     whom IMS Health shall appoint, or cause to be appointed, in accordance with a trustee mandate approved by the Commission.

      II.   Functions of the Monitoring Trustee

 13.  The Monitoring Trustee shall act on behalf of the Commission to ensure IMS Health’s compliance with paragraph 15(a)-(d) of this Commitment.
      The Commission may, on its own initiative or at the request of the Monitoring Trustee or IMS Health, give any orders  or  instructions  to
     the Monitoring Trustee in order to ensure compliance with the conditions and obligations of the Commitment.  IMS Health is not entitled  to
     give instructions to the Monitoring Trustee.

 14.  The Monitoring Trustee shall propose to IMS Health such measures as the Monitoring Trustee  considers  necessary  to  ensure  IMS  Health’s
     compliance with paragraph 15(a)- (d) of this Commitment, and shall propose necessary measures to the  Commission  in  the  event  that  IMS
     Health does not comply with the Monitoring Trustee’s proposals within the time frame set by the Monitoring Trustee.

     Mandate of the Monitoring Trustee

 15.  The Monitoring Trustee shall:

     (a)   Consider and determine any changes that IMS Health proposes making to its standard form Third Party  Access  Agreement,  pursuant  to
            paragraph 5(b);

     (b)         Consider and determine, based on the best available evidence, whether any refusal by IMS Health to enter  into  a  Third  Party
            Access Agreement was justified by the criteria set out in paragraph 5(c);

     (c)          Resolve  any  dispute  that  arises  between  a  third  party  and  IMS  Health  regarding  compliance  with  this  Commitment
            pursuant to paragraph 26;

     (d)         Advise, and, if need be, make written recommendations to the Commission when any dispute between a third party and  IMS  Health
            regarding compliance with this Commitment is brought before the Arbitral Tribunal pursuant to paragraph 26; and

     (e)          Provide to the Commission, sending IMS Health a non-confidential copy at  the  same  time,  an  annual  report  regarding  IMS
            Health’s compliance with the matters reserved for the Monitoring Trustee pursuant to paragraph 15(a)-(d).

 16.  The Monitoring Trustee shall provide a detailed work plan to the Commission within one month of its appointment,  sending  a  copy  to  IMS
     Health at the same time, describing how it intends to carry out its mandate.

      III.  Duties and Obligations of IMS Health in relation to the Monitoring Trustee

 17.  IMS Health shall provide and shall cause its advisors to provide the  Monitoring  Trustee  with  all  such  co-operation,  assistance,  and
     information, as the Monitoring Trustee may reasonably require to perform its tasks.  The Monitoring Trustee shall have  full  and  complete
     access to any records, documents, management or other personnel,  facilities,  sites  and  technical  information  that  is  necessary  for
     fulfilling its duties under the Commitment, and IMS Health shall provide the Monitoring Trustee upon request with copies  of  any  relevant
     document.  IMS Health shall make available to the Monitoring Trustee one or more offices  on  its  premises  and  shall  be  available  for
     meetings in order to provide the Monitoring Trustee with all information necessary for the performance of its tasks.

 18.  IMS Health shall indemnify the Monitoring Trustee and its employees and agents (each an “Indemnified  Party”)  and  hold  each  Indemnified
     Party harmless against, and hereby agrees that an Indemnified Party shall have no liability to IMS Health for, any liabilities arising  out
     of the performance of its duties under the Commitment, except to the  extent  that  such  liabilities  result  from  the  willful  default,
     recklessness, gross negligence, or bad faith of the Monitoring Trustee, its employees, agents, or advisors.

 19.  At the expense of IMS Health, the Monitoring Trustee may appoint advisors, subject to IMS  Health’s  approval  (this  approval  not  to  be
     unreasonably withheld or delayed) if the Monitoring   Trustee   considers   the    appointment    of    such    advisors    necessary    or
     appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by  the
     Monitoring Trustee are reasonable.   Should IMS Health refuse to approve the advisors proposed by the Monitoring Trustee the Commission may
     approve the appointment of such advisors instead, after having heard IMS Health. Only the Monitoring Trustee shall  be  entitled  to  issue
     instructions to the advisors.  Paragraph 18 of this Commitment shall apply mutatis mutandis.

 20.  IMS   Health   agrees   that   the   Commission   may   share   Confidential   Information proprietary to IMS Health  with  the  Monitoring
     Trustee.  The Monitoring Trustee shall not disclose such information and the principles contained in Article 17(1)  and(2)  of  the  Merger
     Regulation apply mutatis mutandis.

 21.  IMS Health agrees that the contact details of the Monitoring Trustee are published on the  website   of   the   Commission’s   Directorate-
     General  for  Competition  and  it  shall inform interested third parties of the identity and the tasks of the Monitoring Trustee.

 22.  For a period of ten  years from the Closing Date the Commission may request all information from IMS Health that is reasonably necessary to
     monitor the effective implementation of this Commitment.

      IV.   Replacement, Discharge, and Re-appointment of the Monitoring Trustee

 23.  If the Monitoring Trustee ceases to perform its functions under the Commitment or for any other good cause, including  its  exposure  to  a
     conflict of interest:

     (a)   The  Commission  may,  after  hearing  the  Monitoring  Trustee,  require  IMS Health to replace the Monitoring Trustee; or

     (b)   IMS Health, with the prior approval of the Commission, may replace the
            Monitoring Trustee.

 24.  If  the  Monitoring  Trustee  is  removed  according  to  paragraph  23,  the  Monitoring Trustee  may  be  required  to  continue  in  its
     function until a new Monitoring Trustee is in place to whom the  Monitoring  Trustee  has  effected  a  full  hand  over  of  all  relevant
     information.  The new Monitoring Trustee shall be appointed in accordance with the procedure referred to in Part I of this Section.

 25.  Unless  removed  according  to  paragraph  23  of  this  Commitment,  the  Monitoring Trustee shall cease to act as Monitoring Trustee only
     after the Commission has discharged it from its duties after all the obligations with which the Monitoring Trustee has been entrusted  have
     been implemented.  However, the Commission may at any time require the reappointment of the Monitoring Trustee if it  subsequently  appears
     that the relevant remedies might not have been fully and properly implemented.

 Section E. Dispute Resolution

 26.  In the event a Healthcare Customer or a Service Provider informs IMS Health and the Monitoring Trustee  in  writing  that  IMS  Health  has
     failed to comply with its obligations arising from this Commitment the Fast-Track Dispute Resolution Procedure described in Annex  1  shall
     apply.

 Section F. General Provisions

 27.  Except for IMS Health’s obligations pursuant to paragraph 5, which shall take effect upon the  Closing  Date,  the  Commitment  shall  take
     effect upon the date of adoption of the Decision.

 28.  If the Transaction  is abandoned, unwound or otherwise terminated, this Commitment shall automatically cease to apply.

 29.  If the approval of the Transaction by another governmental authority is made subject to requirements that are potentially inconsistent with
     this Commitment, IMS Health may request a review and adjustment of this Commitment in order to avoid such inconsistencies.

 30.        This Commitment shall be effective in relation to the EEA and shall remain in effect for ten years from the Closing Date.

                                                                Section G. Review

 31.        The Commission  may, where appropriate, in response to a request from IMS Health showing good cause, waive, modify or substitute,  in
     exceptional circumstances, one or more of the undertakings in this Commitment.  This request shall be accompanied  by  a  report  from  the
     Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report to IMS Health.  The request shall not  have  the
     effect of suspending the application of the undertaking and, in particular, of suspending the expiry  of  any  time  period  in  which  the
     undertaking has to be complied with.

       (signed)

     Duly authorised for and on behalf of IMS Health

               Annex 1: Fast-Track Dispute Resolution Procedure

 1.   A Healthcare Customer or a Service Provider that wishes to avail itself of the fast track dispute resolution procedure (the “DR Requester”)
     shall inform IMS Health and the Monitoring  Trustee  in  writing,  setting  out  in  detail  the  reasons  leading   the   DR  Requester  to
     believe that IMS Health is failing to comply with  the  requirements  of  the  Commitment.   The  DR  Requester  and  IMS  Health  will  use
     commercially reasonable efforts to resolve all differences of opinion and to settle all disputes that may  arise  through  co-operation  and
     consultation within a reasonable period of time not exceeding fifteen working days (such period being extendable by mutual  consent  of  IMS
     Health and the DR Requester) after receipt of the Request.

 2.   Following the explicit written request by the DR Requester, the Monitoring Trustee shall present its own proposal (the “Trustee  Proposal”)
     for resolving the dispute within eight working days, specifying in writing the action, if any, to be taken by IMS Health  or  an  Affiliated
     Undertaking in order to ensure compliance with the Commitment vis-à- vis the DR Requester and be prepared, if requested, to  facilitate  the
     settlement of the dispute.

 3.   Should the DR Requester and IMS Health (together, the “Parties to the Arbitration”) fail to resolve their differences  of  opinion  in  the
     consultation phase, the DR Requester may serve a notice (the “Notice”), in the sense of a request  for  arbitration,  to  the  International
     Chamber of Commerce (hereinafter the “Arbitral Institution”), with a copy of such Notice and request for arbitration to IMS Health.

 4.   The Notice shall set out in detail the dispute, difference or claim (the “Dispute”) and shall contain, inter alia, all issues of both  fact
     and law, including any suggestions as to the procedure, and all documents relied  upon  shall  be  attached,  e.g.,  documents,  agreements,
     expert reports, and witness statements.  The Notice shall also contain a detailed description of the action to be undertaken by  IMS  Health
     (including, if appropriate, a draft contract comprising all relevant terms and conditions) and the Trustee Proposal, including a comment  as
     to its appropriateness.

 5.   IMS Health shall, within ten working days from receipt of the Notice, submit its  answer  (the  “Answer”),  which  shall  provide  detailed
     reasons for its conduct and set out, inter alia, all issues of both fact and law, including any suggestions as to  the  procedure,  and  all
     documents relied upon, e.g., documents, agreements, expert reports, and witness statements.   The Answer shall, if  appropriate,  contain  a
     detailed description of the action which IMS Health proposes to undertake vis-à-vis the DR Requester (including,  if  appropriate,  a  draft
     contract comprising all relevant terms and conditions) and the Trustee Proposal (if not already submitted), including a comment  as  to  its
     appropriateness.

     Appointment of the Arbitrators

 6.   The Arbitral Tribunal shall consist of three persons.  The DR Requester shall nominate its arbitrator  in  the  Notice;  IMS  Health  shall
     nominate its arbitrator in the Answer.  The arbitrator nominated by the DR Requester and by IMS Health shall, within five  working  days  of
     the nomination of the latter, nominate the chairman, making such nomination

     known to the parties and the Arbitral Institution which shall forthwith confirm the appointment of all three arbitrators.

 7.   Should IMS Health fail to nominate an arbitrator, or if the two arbitrators fail to agree on the chairman, or should  the  Parties  to  the
     Arbitration fail to agree on a sole arbitrator, the default appointment(s) shall be made by the Arbitral Institution.

 8.   The three-person arbitral tribunal or, as the case may be, the sole arbitrator, are herein referred to as the “Arbitral Tribunal”.

     Arbitration Procedure

 9.   The Dispute shall be finally resolved by arbitration under the ICC Rules of Arbitration, with such modifications or adaptations as foreseen
     herein or necessary under the circumstances (the “Rules”).  The arbitration shall be conducted in London, U.K., in the English language.

 10.  The procedure shall be a fast-track procedure.  For this purpose, the Arbitral Tribunal shall shorten all applicable procedural time-limits
     under the Rules as far as admissible and appropriate in the circumstances.  The Parties to the Arbitration shall consent to the use  of  e-
     mail for the exchange of documents.

 11.  The Arbitral Tribunal shall, as soon as practical after the confirmation of the Arbitral Tribunal, hold  an  organisational  conference  to
     discuss any procedural issues with the Parties to the Arbitration.   Terms of Reference shall be drawn up and signed by the Parties to  the
     Arbitration and the Arbitral Tribunal at the organisational meeting or thereafter and a procedural time-table shall be established  by  the
     Arbitral Tribunal.  An oral hearing shall, as a rule, be established within two months of the confirmation of the Arbitral Tribunal.

 12.  In order to enable the Arbitral Tribunal to reach a decision, it shall be entitled to request any relevant information from the Parties  to
     the Arbitration, to appoint experts and to examine them at the hearing, and to establish the facts by all appropriate means.  The  Arbitral
     Tribunal is also entitled to ask for assistance by the Monitoring Trustee in all stages of the procedure if the Parties to the  Arbitration
     agree.

 13.  The  Arbitral  Tribunal  shall   not   disclose   confidential   information   and   apply   the  standards  attributable  to  confidential
     information under the Merger Regulation.  The Arbitral  Tribunal  may   take   the   measures   necessary   for   protecting   confidential
     information in particular by restricting access to confidential information to the Arbitral Tribunal, the Monitoring Trustee,  and  outside
     counsel and experts of the opposing party.

 14.  The burden of proof in any dispute under these Rules shall be borne as follows: (i) the DR Requester must produce evidence of a prima facie
     case; and (ii) if the DR Requester produces evidence of a prima facie case, the Arbitral Tribunal must find in favour of the  DR  Requester
     unless IMS Health can produce evidence to the contrary.

     Involvement of the Commission

 15.  The  Commission  shall  be  allowed  and  enabled  to  participate  in  all  stages  of  the procedure by

     (a)   Receiving  all  written  submissions  (including  documents  and  reports,  etc.)
            made by the Parties to the Arbitration;

     (b)         Receiving all orders, interim and final awards and other documents exchanged by the Arbitral Tribunal with the Parties  to  the
            Arbitration (including Terms of Reference and procedural time-table);

     (c)   Giving the Commission the opportunity to file amicus curiae briefs; and

     (d)         Being present at the hearing(s) and being allowed to ask questions to parties, witnesses and experts.

 16.  The Arbitral Tribunal shall forward, or shall order the Parties to the Arbitration to forward, the documents mentioned  to  the  Commission
     without delay.

 17.  In  the  event  of  disagreement  between  the  Parties  to  the   Arbitration   regarding   the  interpretation  of  the  Commitment,  the
     Arbitral Tribunal may seek the Commission’s interpretation  of  the  Commitment  before  finding  in   favour   of   any   Party   to   the
     Arbitration and shall be bound by the interpretation.

     Decisions of the Arbitral Tribunal

 18.  The Arbitral Tribunal shall decide the dispute on the basis of the Commitment and the Decision.  Issues not covered by the  Commitment  and
     the Decision shall be decided (in the  order  as  stated)  by  reference  to  the  Merger  Regulation,  EU  law   and   general  principles
     of  law  common  to  the  legal  orders  of  the  Member  States  without  a requirement  to  apply  a  particular  national  system.   The
     Arbitral Tribunal shall take all decisions by majority vote.

 19.  Upon request of the DR Requester, the Arbitral Tribunal may make a preliminary ruling on the Dispute.   The  preliminary  ruling  shall  be
     rendered within one month after the confirmation of the Arbitral Tribunal, shall be applicable immediately and, as a rule, remain in  force
     until a final decision is rendered.

 20.  The Arbitral Tribunal shall, in the preliminary ruling as well as in the final award, specify the action, if any, to be taken by IMS Health
     or an Affiliated Undertaking in order to comply with the Commitment vis-à-vis the DR Requester (e.g.,  specify  a  contract  including  all
     relevant terms and conditions).  The final award shall be final and binding on the Parties to the Arbitration and shall resolve the Dispute
     and determine any and all claims, motions or requests submitted to the Arbitral Tribunal. The  arbitral  award  shall  also  determine  the
     reimbursement of the costs of the successful party and the allocation of the arbitration costs. In case of granting a preliminary ruling or
     if otherwise appropriate, the Arbitral Tribunal shall specify that terms and conditions determined in the final award apply retroactively.

 21.  The final award shall, as a rule, be rendered within six months after the confirmation of the Arbitral Tribunal.  The time-frame shall,  in
     any case, be extended by the time the Commission takes  to  submit  an  interpretation   of  the  Commitment   if  asked   by  the  Arbitral
     Tribunal.

 22.  The Parties to the Arbitration shall prepare a non-confidential version of the final award, without business secrets.  The  Commission  may
     publish the non-confidential version of the award.

 23.  Nothing in the arbitration procedure shall affect the power to the Commission to take decisions  in  relation  to  the  Commitment  in
     accordance  with  its  powers  under  the Merger Regulation.
                                                           [pic]

                                                                    IMS HEALTH
                                                           THIRD PARTY ACCESS AGREEMENT

 This Third Party Access Agreement ("Agreement") is effective the  Start Date through the  End Date by  and  among  [insert  IMS  Health  company
 name], with offices at [insert address] ("IMS"), and

            [Provide Full Company Name and Postal Address] (“Client”),

                                                                       and
            [Provide Full Company Name and Postal Address] (“Contractor”),

 Scope of this Agreement. IMS provides certain services to Client pursuant to an agreement which, among other things, prohibits the disclosure to
 third parties of data, software and other information licensed or disclosed by IMS to Client on a confidential basis without the  prior  written
 permission of IMS.  Client has requested the permission of IMS to allow access to such data, software and/or information by Contractor  for  the
 Purpose described in the attachment (“Attachment”) to this Agreement. By the signature below of an authorized officer of IMS, IMS  hereby  gives
 its permission to Client to provide to Contractor access to the Information and Materials (as those terms are defined in the Attachment)  to  be
 used only for the Purpose described in the Attachment, subject to the terms and conditions contained in this Agreement.

 IMS, Client and Contractor acknowledge their receipt and acceptance of the terms and conditions of this
 Agreement by the signature below of their respective authorized representatives.

 IMS:

         (signature)   (name)      (title)

 Client:

         (signature)   (name)      (title)

 Contractor:

         (signature)   (name)      (title)

                                                   IMS HEALTH --- THIRD PARTY ACCESS AGREEMENT

                                                               Terms and Conditions

 1.  Contractor's Use of Information.
    A.  Under no circumstances shall Contractor use any of the Information, Materials, or any information derived therefrom, for Contractor's own
       direct benefit or for the direct benefit of any other person or entity other than Client.   Under no circumstance shall Contractor use, or
       permit any other person or entity to use, Data received by Contractor in connection  with  this  Agreement,  or  any  information  derived
       therefrom, including but not limited to any Masterfile Data, in any manner which:
       i.   is contrary to the terms of this Agreement or is otherwise not expressly permitted by the terms of this Agreement;
       ii.  will violate any law or regulation by such use;
       iii.      will violate the contractual restrictions of any third party data  supplier  governing  the  use  of  such  third  party's  data
            incorporated within the Data in effect at the time of the use of such Data;
       iv.  results in any analysis of the Data, or any information derived therefrom, which analysis (i)
            results in the disclosure to one or more persons of any information regarding the mathematical algorithms, formulas,  processes,  or
            projection or statistical methods used by IMS to produce any of the Data, (ii) is used or made available for use to promote  or  aid
            in the promoting of any data or information which is not derived from the Data, or (iii) seeks to demonstrate that the Data, or  any
            information derived therefrom, is inferior to any other data, attempts to show any  deficiency  in  such  Data  or  information,  or
            otherwise makes statements detrimental to IMS concerning such Data or information;
       v.   solicits information on practice profiles and/or prescribing activity of health care providers
            for the purpose of developing a database of practice and prescribing profiles on individual prescribers;
       vi.      applies one or more mathematical algorithms, formulas or processes to any of the Data for the purpose of estimating or projecting
            any new data or information, with the intention of  marketing  or  selling  such  new  data  or  information  in  violation  of  the
            restrictions and obligations contained in this Agreement;
       vii. results in the reverse engineering or disassembling of any of the Data; or
       viii.enhances, benchmarks, validates, compares with, authenticates, verifies, supplements, or modifies any data, products or  services  of
            Contractor or any other party except as expressly provided in this Agreement.
    B.  IMS shall have no obligation to support Contractor's use of the Information or Materials.  If upon the request of Contractor IMS  in  its
       sole discretion elects to support Contractor's use of the Information or Materials, IMS may  charge  its  then  standard  rates  for  such
       support.

 2.  Confidentiality.
    Contractor shall not, at any time during the term of this Agreement or thereafter, communicate, disclose or provide to any party  other  than
    IMS or Client, any of the Information or Materials. Contractor shall use its best efforts to ensure any employee of Contractor receiving  any
    Information or Materials is apprised of and appreciates the confidential and proprietary nature of such Information and Materials and require
    each such employee to refrain from disclosing or discussing the Information and Materials with anyone other than the employees of Contractor,
    Client or IMS.  Contractor's employees shall only receive those portions of the Information and Materials necessary to fulfill its
    obligations to Client as described herein.  All copies of any of the Information and Materials, including all information derived  therefrom,
    shall include the IMS confidentiality notice and any other copyright notice or other proprietary notice, if any, appearing on the copy of the
    Information and Materials provided by IMS.  In addition, all documents or materials prepared by Contractor or Contractor's employees,  agents
    or representatives which contain information derived from any of the  Information  or  Materials  shall  be  conspicuously  marked  with  the
    following notice:  “IMS HEALTH Confidential and Proprietary”.  Contractor acknowledges and agrees that Information and Materials will only be
    used internally within the confines of Contractor's or Client's organization.  No part of the  Information  or  Materials   shall   be:   (a)
    published  by  Contractor,  (b)  quoted,  made  available  or  reproduced  by Contractor for advertising,  promotional  or  public  relations
    purposes, (c) reproduced or placed in any data retrieval systems by Contractor except as expressly provided herein; or (d) used in any  legal
    proceedings, except where the production of any such Information  or  Materials  is  compelled  under  process  or  request  by  a  court  or
    administrative agency of competent jurisdiction, in which event Contractor shall promptly give notice of such  process,  adhere  to  the  IMS
    policies governing the use of IMS data in litigation, and cooperate with IMS in obtaining a protective  order  or  other  mechanism  for  the
    protection of any such Information or Materials.

 3.  Term and Termination.   The initial term of this Agreement shall begin on the effective date of this Agreement and end at the earlier of (a)
    the termination of the License Agreement, or (b) the termination of Contractor's services to Client relating to the use  of  the  Information
    and Materials, or (c) thirty (30) days after written notice by a party to this Agreement is provided to the other two parties indicating such
    terminating party's intention to terminate this Agreement, or (d) the expiration date  on  the  first  page  of  this  Agreement.   Prior  to
    termination, Contractor shall destroy or return to Client all Information and Materials in Contractor's control or possession and an  officer
    of Contractor shall certify in writing to IMS, with a copy to Client, that Contractor has destroyed or returned to Client all Information and
    Materials in its possession or control.

 4.  Limitation of  Liability.    Contractor acknowledges and  agrees that  IMS  shall have no liability  to  Contractor  under  this  Agreement,
    including but not limited to, any liability arising from the inaccuracy or incompleteness of the Information or Materials. In no event  shall
    IMS be liable for any incidental or consequential damages, including but not limited to, lost business, lost profits or third  party  claims,
    whether foreseeable or not, even if IMS has been advised of the possibility of such damages.      The parties acknowledge and  agree  that  a
    breach by Contractor of the provisions of Paragraph 2 above will cause  IMS  and/or  its  respective  affiliates   irreparable   injury   and
    damage  which  may  not  be compensable by money damages, and, therefore, Contractor agrees that IMS or its respective  affiliates  shall  be
    entitled to injunctive or other relief to prevent such a breach and to secure enforcement of Paragraph 2 in addition to  any  other  remedies
    which may be available. Without limiting the availability to IMS of any other rights or remedies, if CONTRACTOR breaches any of the terms  of
    Paragraph 2 above, IMS reserves the right to immediately terminate this Agreement upon  notice  to  Client.   ANY  INFORMATION  OR  MATERIALS
    PROVIDED TO CONTRACTOR IN CONNECTION WITH THIS AGREEMENT IS PROVIDED TO CONTRACTOR "AS-IS", AND IMS MAKES NO REPRESENTATIONS  OR  WARRANTIES,
    EXPRESS OR IMPLIED, TO CONTRACTOR IN CONNECTION WITH SUCH INFORMATION AND MATERIALS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY  AND
    FITNESS FOR A PARTICULAR PURPOSE.

 5.  Inspection  Rights.    IMS,  upon  reasonable  notice  to  Contractor,  may  send  a  representative to Contractor's place  of  business  to
    verify compliance with this Agreement.  Such verification shall be performed during the normal business hours of Contractor.  As part of  any
    such inspection, and upon
    IMS’ request, Contractor shall provide to IMS, within a reasonable time, not to exceed ten (10) business days after receipt of such  request,
    an accounting in writing of the disposition of any Information or Materials that are the subject of this  Agreement,  listed  by  Client  and
    Client project. Contractor  shall  implement  a  process  that  allows  for  such  an  accounting   to   be   collected   and  maintained  by
    Contractor.

 6.  Indemnification.   Client agrees to indemnify IMS and hold IMS  harmless  for  any  and  all  claims,  damages,  costs,  demands,  or  other
    liabilities ("Claims") arising from or relating to any breach of this Agreement by Contractor, including  reasonable  attorney's  fees.   IMS
    shall promptly notify Client of each such Claim at the time each Claim becomes known to IMS.

 7.  Notices.  All notices, demands or other communications required hereunder shall  be  given  or  made  in  writing  and  shall  be  delivered
    personally or sent prepaid (i) by certified or registered first class mail with return receipt requested or (ii) by  a  nationally-recognized
    common carrier's overnight courier service (e.g., Federal Express or DHL), addressed to the receiving party  at  the  address  first  written
    above or such other address as the receiving party may advise in writing to use hereunder.

 8.  Miscellaneous.  This Agreement sets forth the  entire  agreement  between  the  parties  and  supersedes  prior  proposals,  agreements  and
    representations related to the subject matter of this Agreement, whether written or oral.   No modifications, amendments or waiver of any  of
    the provisions of this Agreement shall be binding upon the parties unless made in writing and duly executed by authorized representatives  of
    Contractor, Client and IMS.  Neither Contractor nor Client may  assign,  transfer  or  sublicense  any  portion  of  this  Agreement  or  the
    Information or Materials provided hereunder without the express written consent of IMS.  Any attempt to assign,  transfer  or  sublicense  by
    Contractor or Client shall be void.  This Agreement may be executed in one or more counterparts, each of which shall be deemed  an  original,
    and all of which together shall constitute one and the same document. The headings of the paragraphs hereof are used for convenience only and
    shall not affect the meaning or interpretation of the content thereof.  This Agreement and the relationship of the parties in connection with
    the subject matter of this Agreement shall be governed by and determined in accordance with the laws of England.  The failure to  enforce  at
    any time the provisions of this Agreement or to require at any time performance by the other parties of any of the provisions hereof shall in
    no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement (or any part hereof), or  the  right
    of any of the parties thereafter to enforce each and every provision in accordance with the terms of this Agreement. If any provision of this
    Agreement is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the  remainder  of  this  Agreement
    shall not be affected by such judgment, and the Agreement shall be carried out as nearly as possible according  to  its  original  terms  and
    intent.  However, if the original intent of the parties cannot be preserved, this Agreement shall terminate upon the effective date  of  such
    judgment.

 [pic]

                                                                    IMS HEALTH
                                                           THIRD PARTY ACCESS AGREEMENT

                                                                    ATTACHMENT

                                                           CLIENT PROJECT CONFIRMATION

Client (Company Name):

Client Address (City, Country):
Client Contact Name:

License Agreement: Refers to the agreement by and between IMS and Client which, among other things, defines the terms upon which Client  may  use
and disclose the Information and/or Materials, as the case may be, and which agreement is dated
Contractor Contact Name:
Contractor Contact Address (City, Country):

Project Start Date:             End Date:

Information / Data:  Refers to the following information and/or data provided pursuant to the License Agreement, or any information derived  from
access by Contractor to software, documentation and/or other materials ("Materials") licensed or disclosed to Client by IMS under  the  terms  of
the License Agreement:
Data provided from the following IMS service(s)/database(s):

Prescriber Level (*)   Yes   No.  If Yes, indicate time period data will be kept:

If US prescriber level data is used, the Contractor acknowledges that the  use  of  AMA  data  for  this  project  is  governed  by  Contractor’s
applicable license agreement allowing use of such AMA data.
IMS Reference Files included in request:

Frequency:
Period(s) reported in the data:

Therapeutic class(es) and product(s) included in the data:   [Here include all therapeutic classes checked on the TPA Request Form, or note  “All
as licensed by Client”]

Purpose: Refers to the only purpose(s) for which Contractor may use the  Information  and  Materials,  defined  as  follows:  [Here  include  the
Purposes selected in the checkboxes on the TPA Request Form]
Project Description of the project/activity for which the Information and Materials will be used: [Here include the specific description  of  the
project that will be performed, as written on the TPA Request Form or modified by IMS to more accurately reflect the project to be  performed  by
the Contractor]

Special Terms: [Here insert any special terms for Dataview or PADDS licensing, the Netherlands  panel  restrictions,  requirements  for  a  third
party Service Pack for BPO/Offshore purposes, or any other special requirements or limitations]

(*) only relevant when US Prescriber - Level data involved
-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 (“the Merger Regulation”). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
(“TFEU”) has introduced certain changes, such as the replacement of “Community”  by  “Union”  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this decision.

[2]   OJ L 1, 3.1.1994, p.3 ("the EEA Agreement").

[3]   Considering the highest attendance rate at the prior three shareholders meetings of IMS of [details  of  historic  attendance  rates],  TPG
would hold [details of the percentage of voting rights attending shareholder meetings that TPG would be  expected  to  hold]  of  the  votes  and
therefore be able to positively determine the outcome of the  future  shareholders'  meetings.  [Details  of  IMS'  decision-making  process  and
historic attendance rates at shareholders' meetings]. Therefore, TPG can be considered to exert at least negative  de  facto  sole  control  over
IMS.

[4]   Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional  Notice  (OJ  C95,
16.04.2008, p1).

[5]   See Sections 4.1.3.3 and 4.1.3.4 of this Decision for a detailed description of each of RWE and PMR services.

[6]   See Sections 4.1.3.1 and 4.1.3.2 of this Decision for a detailed description of each of CRM and MDM software.

[7]   In the US, IMS is active in the provision of healthcare professional contact details with a commercial database.

[8]   The Notifying Party estimates that in 2013 IMS’ national market shares for sales tracking data for  prescription  drugs  and  OTC  products
range from [40-50]% in France to [90-100]% in Spain.

[9]   The brick structure is not sold as standalone product, but it is incorporated within IMS’ sales tracking data.

[10]  See in particular the replies to Questionnaire Q2 to competitors, various questions, and the  minutes  of  conference  calls  held  by  the
Commission with competing providers of healthcare professional databases, CRM and MDM software.

[11]  Replies to Questionnaire Q1 to pharmaceutical companies, question 2.

[12]  Replies to Questionnaire Q1 to pharmaceutical companies, question 2.

[13]  Replies to Questionnaire Q2 to competitors, question 2.

[14]  Replies to Questionnaire Q1 to pharmaceutical companies, question 6.

[15]  Replies to Questionnaire Q2 to competitors, questions 7 and 9.

[16]  Case D3/38.044 – NDC/IMS Health, Commission decision of 3 July 2001, paragraphs 47-51.

[17]  Case M.5736 – TPG/IMS Health, Commission decision of 2 February 2010, paragraph 12.

[18]  Case M.5736 – TPG/IMS Health, Commission decision of 2 February 2010, paragraph 13.

[19]  Case D3/38.044 – NDC/IMS Health, Commission decision of 3 July 2001, paragraphs 52-56.

[20]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 7.

[21]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 7.

[22]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 7.

[23]  Case M.4944 – SAP/Business Objects, Commission decision of 27 November 2007; Case M.4987 – IBM/Cognos, Commission  decision  of  4  January
2008; and Case M.5904 – SAP/Sybase, Commission decision of 20 July 2010.

[24]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraphs 11-14.

[25]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 12.

[26]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 16.

[27]  Case M.6237 - Computer Sciences Corporation/iSoft Group, Commission decision of 1 July 2011, paragraphs 29, 32.

[28]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraphs 17-19.

[29]  Case M.4987 – IBM/Cognos, Commission decision of 4 January 2008, paragraph 16.

[30]  Replies to Questionnaire Q2 to competitors, question 12.

[31]  Replies to Questionnaire Q2 to competitors, question 20.

[32]  Replies to Questionnaire Q1 to pharmaceutical companies, question 9.

[33]  Replies to Questionnaire Q1 to pharmaceutical companies, question 13.

[34]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 35.

[35]  Case M.4944 – SAP/Business Objects, Commission decision of 27 November 2007, paragraph 11.

[36]  Case M.4944 – SAP/Business Objects, Commission decision of 27 November 2007, paragraph 15.

[37]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005; Case  M.4944  –  SAP/Business  Objects,  Commission  decision  of  27
November 2007; Case M.4987 – IBM/Cognos, Commission decision of 4 January 2008.

[38]  Case M.3978 – Oracle/Siebel, Commission decision of 22 December 2005, paragraph 36.

[39]  Case M.4944 – SAP/Business Objects, Commission decision of 27 November 2007, paragraph 18.

[40]  Cases M.5736 – TPG/IMS Health, Commission decision of 2 February 2010; M.5232 – WPP/TNS, Commission decision  of  23  September  2008;  and
M.2291 – VNU/AC Nielsen, Commission decision of 12 February 2001.

[41]  Case M.2291 – VNU/AC Nielsen, Commission decision of 12 February 2001, paragraphs 16-19.

[42]  Case M.5232 – WPP/TNS, Commission decision of 23 September 2008, paragraphs 15-19.

[43]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 20 and 21.

[44]  Case M.2291 – VNU/AC Nielsen, Commission decision of 12 February 2001, paragraph 31.

[45]  Case M.5232 – WPP/TNS, Commission decision of 23 September 2008, paragraphs 22-23.

[46]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 26 and 28.

[47]  Replies to Questionnaire Q1 to pharmaceutical companies, question 20.

[48]  Replies to Questionnaire Q2 to competitors, question 28.

[49]  Cases M.2291 – VNU/AC Nielsen, Commission decision of 12 February 2001; M.5232 – WPP/TNS, Commission decision of 23 September  2008;  Cases
M.5736 – TPG/IMS Health, Commission decision of 2 February 2010.

[50]  Replies to Questionnaire Q2 to competitors, question 46.

[51]  Replies to Questionnaire Q1 to pharmaceutical companies, question 37.

[52]  Replies to Questionnaire Q1 to pharmaceutical companies, question 44, and Replies to Questionnaire Q2 to competitors, questions 50 and 52.

[53]  Case M.1016 – Price Waterhouse/Coopers & Lybrand, Commission decision of 20 May 1998, paragraphs 20-22.

[54]  Case M.2810 – Deloitte & Touche/Andersen (UK), Commission decision of 1 July 2002, paragraph 27.

[55]  Case M.2000 – WPP Group/Young & Rubicam, Commission decision of 24 August, 2000, paragraph 9; Case M.3579 – WPP/Grey,  Commission  decision
of 24 January, 2005, paragraph 13; Case M.7023 – Publicis/Omnicom, Commission decision of 9 January 2014, paragraph 69.

[56]  Case M.1016 – Price Waterhouse/Coopers & Lybrand, Commission decision of 20 May 1998, paragraphs 65-66.

[57]  Case M.2000 – WPP Group/Young & Rubicam, Commission decision of 24 August, 2000, paragraph 23.; Case M.7023 – Publicis/Omnicom,  Commission
decision of 9 January 2014, paragraph 87.

[58]  The Cegedim Business offers Mobile Intelligence, a cloud-based CRM platform that provides pharmaceutical companies with tools  to  organize
data and make the relationship between their sales representatives and stakeholders more effective. In  addition,  the  Cegedim  Business  offers
AggregateSpend360, a Compliance Software Solution that tracks expenditure  on  healthcare  professionals  against  regulatory  requirements.  The
software captures data from across healthcare companies’ organizations, monitors and tracks those data against  regulatory  requirements,  alerts
sales representatives where relevant thresholds might be breached, and helps healthcare  companies  disclose  the  extent  of  their  promotional
activities to regulatory authorities according to applicable reporting requirements. [Information about the Cegedim Business' planned offerings]

[59]  In 2012, IMS acquired the CRM platform 360Vantage, which is based on the technology provided by salesforce.com, and entered the market  for
the provision of CRM software solutions. IMS recently started to offer CRM software solutions under the "Nexxus Sales" brand. Nexxus Sales  is  a
suite of tools and services that help pharmaceutical companies plan their sales activities, effectively  engage  with  healthcare  professionals,
and administer sales incentives.

[60]  The Notifying Party mentions a 2013 industry report from Gartner that estimates the worldwide shares of  the  principal  suppliers  of  CRM
software solutions, “Gartner Market Share Analysis – Customer Relationship Management Software, Worldwide, 2013”, Form CO chapter B, Diagram 4.

[61]  IMS submitted that, since the launch of its CRM Software Solution in the EEA, it has competed for […] contracts, and won […] contracts  for
small healthcare companies that generate de minimis revenues […].

[62]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 10, 11, 12.

[63]  Replies to Questionnaire Q2 to competitors, questions 13, 14, 15, 16, 17.

[64]  Advisory services help customers help customers identify data sources, define key performance indicators  and  design  dashboards  to  meet
their individual needs.

[65]  Data structuring solutions help customers organize their data through specific OLAP Cubes. OLAP stands  for  “Online  Analytical  Process”.
OLAP Cubes are data structures based on Microsoft technology that provide rapid analysis of data by displaying and aggregating  such  data  while
providing searchable access. The Cegedim Business’ OLAP cubes are compatible with the Mobile Intelligence and Aggregate Spend  360  products  and
most third-party business intelligence solutions.

[66]  The first software, Reportive, creates and distributes reports and dashboards to improve the efficiency  of  companies  across  industries.
      The second software, Analytics, develops reports for performance criteria and sales trend charts to monitor sales trends. Analytics can  be
      used across industries, but is only available in France.

[67]  Information Management Services help customers define their Business Intelligence  needs  and  provide  data  management  structuring.  IMS
provides advice and services on all aspects of data organization, including: (1)  Master  Data  Management,  which  helps  customers  manage  and
integrate information sources across their business; (2) Systems Integration, which helps customers integrate data sources and systems; (3)  Data
Warehousing & Hosting, which collects data from different sources in a central depository; and (4) Governance & Privacy,  which  helps  customers
with data governance and privacy issues.

[68]  Ardentia and Forcea are applications designed for hospitals and other  healthcare  providers.  They  include  data  management  structuring
services, analytics, data visualization and reporting and advisory services. IMS Mobile Insights is an application that delivers information  and
analytics directly to mobile devices. The information is presented in a visual format to reinforce key points, underpin analysis,  and  encourage
engagement, by all members of the organization. IMS Analysis Manager is an easy-to-use interface that offers basic analytical  visualisation  and
reporting capabilities. [Details of IMS Analysis Manager contracting terms] Sales Tracking Tools are a set of tools and services that IMS  offers
to help its Sales Tracking Data customers visualize and analyse those data.

[69]  With regard to a possible segment of MDM for pharmaceutical companies,  the  Notifying  Party  refers  to  a  recent  Gartner  Report  that
estimates the European MDM market size at c. EUR 780 million. The Notifying Party submits that,  if  under  a  conservative  assumption  MDM  for
pharmaceutical companies account for 10% of all MDM demand, then the value of the market of MDM software for pharmaceutical companies is  EUR  78
million in the EEA.

[70]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 55, 56, 57.

[71]  Replies to Questionnaire Q2 to competitors, questions 64, 65, 66, 67.

[72]  According to paragraph 18 of the Commission's Horizontal Guidelines, an indication that a concentration is not liable to  impede  effective
competition exists in particular where the market share of the undertaking concerned does not exceed 25%.

[73]  The tables provide market shares at national level limited to France, Germany, Italy, Spain and the United Kingdom, which together  account
for the majority of the Parties' revenues. The Notifying Party submits that, while market shares for other EEA countries are not  available,  the
Parties' estimated market shares in all other EEA countries where they are both active are below 20%.

[74]  According to paragraph 18 of the Commission's Horizontal Guidelines, an indication that a concentration is not liable to  impede  effective
competition exists in particular where the market share of the undertaking concerned does not exceed 25%.

[75]  Replies to Questionnaire Q1 to pharmaceutical companies questions 20, 23 and Replies to Questionnaire Q2 to competitors, questions 30,  31,
32.

[76]  Replies to Questionnaire Q1 to pharmaceutical companies questions 20, 23 and Replies to Questionnaire Q2 to competitors, questions 30,  31,
32.

[77]  Replies to Questionnaire Q1 to pharmaceutical companies questions 26, 27, 28, 29 and Replies to Questionnaire Q2 to competitors,  questions
33, 34, 35, 36, 37, 38.

[78]  The Commission also investigated whether the combination of the Parties' PMR businesses with  their  respective  PMR  data  (including  the
panels of healthcare professionals on whose responses these data are based) could make  it  more  difficult  for  stand-alone  providers  of  PMR
services that lack that data input to compete with the merged entity. This issue  will  be  examined  separately  under  Section  5.2.1  of  this
Decision.

[79]  For completeness, the Commission notes that the Parties’ activities also overlap on a possible market for the provision  of  PMR  data,  as
both IMS and the Cegedim Business maintain their own PMR databases. However, the commitments offered by the Parties discussed in  Section  6,  in
addition to addressing the serious doubts raised with regard to PMR services, are also capable of removing any serious doubts in  relation  to  a
possible horizontal overlap in PMR data.

[80]  The table provides market shares at national level limited to France, Germany, Italy, Spain and the United Kingdom, which together  account
for the majority of the Parties' revenues. The Notifying Party submits that, while market shares for other EEA countries are not  available,  the
Parties' estimated market shares in all other EEA countries where they are both active are below 20%.

[81]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 39, 40, 41, and Replies to Questionnaire Q2  to  competitors,  questions
47, 48, 49.

[82]  Replies to Questionnaire Q1 to pharmaceutical companies, questions 42, 43,  44,  45,  and  Replies  to  Questionnaire  Q2  to  competitors,
questions 50, 51, 52, 53.

[83]  Replies to Questionnaire Q1 to pharmaceutical companies, question 46, and Replies to Questionnaire  Q2  to  competitors,  question  54.  In
certain Member States, such as the United Kingdom, public health authorities have made available for free (or quasi free) healthcare records  and
patient files.

[84]  The table provides market shares at national level limited to France, Germany, Italy, Spain and the United Kingdom, which together  account
for the majority of the Parties' revenues. The Notifying Party submits that, while market shares for other EEA countries are not  available,  the
Parties' estimated market shares in all other EEA countries where they are both active are below 20%.

[85]  Replies to Questionnaire Q2 to competitors, question 43.4.

[86]  Replies to Questionnaire Q2 to competitors, question 41.1.

[87]  Replies to Questionnaire Q2 to competitors, question 50.

[88]  Replies to Questionnaire Q2 to competitors, question 61.

[89]  Replies to Questionnaire Q2 to competitors, question 61.

[90]  Replies to Questionnaire Q2 to competitors, question 61.

[91]  Replies to Request for Information to data suppliers.

[92]  See Annex A.6 to the Form CO and Amendments No. 1 and 2 thereto.

[93]  See Section 4.1.2.

[94]  The Notifying Party estimates that in 2013 the Cegedim Business' market share in the  EEA  was  [40-50]%  in  the  segment  for  healthcare
professional contact details (with national shares ranging from [20-30]% in Italy to  [60-70]%  in  France)  and  [25-35]%  in  the  segment  for
healthcare professionals profile information (with national shares below [20-30]%, with the exception of  Germany  ([30-40]%)  and  France  ([50-
60]%)).

[95]  The Notifying Party estimates that the Cegedim Business' market share in the EEA in this segment was [30-40]% in 2013,  see  Section  5.1.1
of this Decision.

[96]  Replies to Questionnaire Q2 to competitors, in particular various questions of Sections B and C.

[97]  French Competition Authority's decision n° 14-D-06 of 18 July 2014.

[98]   See   Veeva's   website:   http://eu.veeva.com/resources/veeva-systems-announces-healthcare-professional-and-healthcare-organisation-data-
offering-for-the-european-market/, visited on 11 December 2014.

[99]  Similarly, see Case C-12/03 P Commission v Tetra Laval [2005], paragraph74.

[100]       See footnote 94 above.

[101]       See paragraph (21) and footnote 8 above.

[102]       Replies to Questionnaire Q2 to competitors, various questions of Section B.

[103]       Including the Cegedim Business' parent company, which is retaining its GERS, InfoSanté, and Santestat sales tracking  businesses  and
related brick structure, called Unités Géographiques d’Analyse or UGA. [Details of transaction agreement between IMS Health and Cegedim]

[104]       As indicated above in footnote 101, IMS' market shares in sales tracking data are very high. IMS has been  previously  found  by  the
Commission as holding a dominant position in the market for sales tracking data, see case 38044 – National Data Corporation/IMS Global  Services,
Commission's decision of 3 July 2001.

[105]       See paragraph (21) and footnote 8 above..

[106]       As explained in paragraph (21) and (233) healthcare professional databases have to be delivered to customers  on  the  basis  of  the
brick structure underlying sales tracking data.

[107]       See footnote 95 above.

[108]       See paragraph (21) and footnote 8 above..

[109]       Replies to Questionnaire Q2 to competitors, various questions of Sections B and F.

[110]       See footnote 8 above.

[111]       As mentioned above in sections 4.1.1.1 and 5.1.1 respectively, IMS does not offer healthcare professional databases in  the  EEA  and
has a very limited presence in the EEA in the market for CRM software.

[112]       Replies to Questionnaire Q1 to pharmaceutical companies, question 70.

[113]       Replies to Questionnaire Q1 to pharmaceutical companies, question 70, and replies to Questionnaire Q2 to competitors, question 83.

[114]       Replies to Questionnaire Q2 to competitors, question 83.

[115]       Replies to Questionnaire Q1 to pharmaceutical companies, question 70.

[116]       Guidelines on the assessment of non-horizontal mergers under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings ("Non-horizontal Guidelines"), OJ C 265, 18.10.2008, p. 6.

[117]       This would be the case if the merged entity would engage in mixed bundling strategies  (e.g.  offering  a  discount  on  the  bundled
product). Even if mixed bundling strategies might lead to exclusion of competitors in  certain  cases,  any  potential  concern  of  exclusionary
practice in this case would not be merger specific. Indeed, each of the Parties could have lowered the  price  of  their  products  in  order  to
exclude competitors already pre-Transaction.

[118]       See Sections 5.2.3 and 5.1.1 of this Decision.

[119]       Replies to Questionnaire Q1 to pharmaceutical companies, questions  2  and  9,  and  replies  to  Questionnaire  Q2  to  competitors,
questions 2 and 12.

[120]       See Annex A.6 to the Form CO and Amendments No. 1 and 2 thereto.

[121]       The Commission considers that the [details of planned services] currently being developed by IMS do not  affect  the  ability  and/or
incentives of the merged entity to engage successfully in a foreclosure strategy. [Details of planned services].

[122]       See Section 6.2.3 of this Decision.

[123]       This is without prejudice to the Commission’s power to review possible anti-competitive  practices  under  the  applicable  antitrust
rules in separate proceedings. Such proceedings, based on Articles 102 TFEU, are appropriate tools  to  investigate  and  address  the  types  of
competition concerns that have been raised by some respondents.

[124]       [Details of contract transfer mechanism]

[125]       Replies to Questionnaire Q3 to pharmaceutical companies, questions  2  to  10,  and  replies  to  Questionnaire  Q4  to  competitors,
questions 2 to 10.

[126]       Replies to Questionnaire Q3 to pharmaceutical companies, question 13.

[127]       Replies to Questionnaire Q3 to pharmaceutical companies, question 8, and replies to Questionnaire Q4 to competitors, question 8.

[128]       Replies to Questionnaire Q4 to competitors, question 13.

[129]       Replies to Questionnaire Q4 to competitors, question 16.

[130]       Replies to Questionnaire Q4 to competitors, question 14.

[131]       Replies to Questionnaire Q3 to pharmaceutical companies, question 25, and replies to Questionnaire Q4 to competitors, question 25.

[132]       Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC)  No  802/2004
(the "Remedies Notice"), OJ 2008/C 267/01, Paragraph 5.

[133]       Remedies Notice, Paragraph 6.

[134]       Remedies Notice, Paragraph 9.

[135]       Remedies Notice, Paragraph 81.

[136]       Case T-177/04 easyJet v Commission [2006] ECR II-1913, Paragraph 197.

[137]       Remedies Notice, Paragraph 10.

[138]       Remedies Notice, Paragraph 19.

[139]       Remedies Notice, paragraph 19.

[140]       Remedies Notice, paragraph 65,

[141]       Remedies Notice, Paragraph 12.

[142]       Remedies Notice, Paragraph 9.

[143]       Replies to Questionnaire Q3 to pharmaceutical companies, questions  2  to  10,  and  replies  to  Questionnaire  Q4  to  competitors,
questions 2 to 10.

[144]       Remedies Notice, paragraph 65.

[145]       A concern has been raised that TPAAs under the Access Commitment will result in competitor's disclosure to IMS of their customers  or
potential customers as well as its ideas of new services. However, the Commission notes that TPAA are a current feature of the markets  concerned
by the Transaction and the aim of the Access Commitment is to ensure that IMS will continue its business practice of giving access to  its  brick
structure to third party competitors. Moreover, pursuant to the Access Commitment, for a service provider to be eligible to benefit from a  TPAA,
it has to have a contractual relationship with a customer for the provision of a certain service.

[146]       A conccern has been raised that the Transaction will enhance IMS’ capability to calculate and  adapt  brick  structure  according  to
evolutions in health professions and pharmaceutical industry observed in OneKey. Thus,  the  acquisition  of  OneKey  will  give  IMS  an  unique
advantage  in  imporving  its  brick  struture,  preventing  the  emergence  of  new  players  on  the  market.  The  Commission  considers  that
improvements[pic] +,.045ABCDEG^_`axyz{|~íæßØßÇ¾µ¬£š‘…ß{q to the brick structure are likely to have  pro-competitive  effects,  since  they  allow
service providers to offer more effective products to pharmaceutical companies.

[147]       Replies to Questionnaire Q3 to pharmaceutical companies, question 25, and replies to Questionnaire Q4 to competitors, question 25.

-----------------------
 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE

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