10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2014

OR

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from  to .

Commission File Number: 001-36121

Veeva Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-8235463
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

4637 Chabot Drive, Suite 210

Pleasanton, California 94588

(Address of principal executive offices)

(925) 452-6500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ¨    

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 29, 2014, there were 51,982,632 shares of the Registrant’s Class A common stock outstanding and 77,855,117 shares of the Registrant’s Class B common stock outstanding.

VEEVA SYSTEMS INC.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures.	30
PART II. OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
SIGNATURES		52
EXHIBIT INDEX		53

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, trends, market sizing, competitive position, industry environment and potential growth opportunities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors” and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

As used in this report, the terms “Veeva,” “Registrant,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value)

	July 31,			January 31,
	2014			2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	140,116		$	262,507
Short-term investments		210,086			25,625
Accounts receivable, net of allowance for doubtful accounts of $386 and $305, respectively		61,897			58,433
Deferred income taxes		2,075			2,075
Income tax receivable		4,840			1,389
Other current assets		3,991			3,703
Total current assets		423,005			353,732
Property and equipment, net		27,025			2,445
Capitalized internal-use software, net		1,428			1,585
Goodwill		4,850			4,850
Intangible assets, net		5,727			6,551
Other long-term assets		2,206			1,145
Total assets	$	464,241		$	370,308
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,798		$	2,117
Accrued compensation and benefits		6,975			8,750
Accrued expenses and other liabilities		8,249			7,931
Income tax payable		932			439
Deferred revenue		85,303			67,380
Total current liabilities		103,257			86,617
Deferred income taxes, noncurrent		1,698			1,698
Other long-term liabilities		1,899			1,897
Total liabilities		106,854			90,212
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A common stock, $0.00001 par value; 800,000,000 shares authorized,    51,320,771and 15,044,750 issued and outstanding at July 31, 2014    and January 31, 2014, respectively		—			—
Class B common stock, $0.00001 par value; 190,000,000 shares authorized,    78,088,842 and 109,746,795 issued and outstanding at July 31, 2014    and January 31, 2014, respectively		1			1
Additional paid-in capital		292,151			231,534
Accumulated other comprehensive income (loss)		(106	)		19
Retained earnings		65,341			48,542
Total stockholders’ equity		357,387			280,096
Total liabilities and stockholders’ equity	$	464,241		$	370,308

See Notes to Condensed Consolidated Financial Statements.

1

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

	Three Months Ended July 31,						Six Months Ended July 31,
	2014			2013			2014			2013
	(Unaudited)
Revenues:
Subscription services	$	56,572		$	34,063		$	105,093		$	62,000
Professional services and other		19,092			15,518			37,292			30,369
Total revenues		75,664			49,581			142,385			92,369
Cost of revenues(1):
Cost of subscription services		13,346			7,948			25,386			14,898
Cost of professional services and other		14,790			11,195			28,700			21,954
Total cost of revenues		28,136			19,143			54,086			36,852
Gross profit		47,528			30,438			88,299			55,517
Operating expenses(1):
Research and development		9,787			6,357			18,779			11,884
Sales and marketing		13,810			9,610			26,624			17,272
General and administrative		7,146			4,633			13,554			8,350
Total operating expenses		30,743			20,600			58,957			37,506
Operating income		16,785			9,838			29,342			18,011
Other expense, net		(101	)		(65	)		(131	)		(564	)
Income before income taxes		16,684			9,773			29,211			17,447
Provision for income taxes		7,106			3,775			12,412			6,604
Net income	$	9,578		$	5,998		$	16,799		$	10,843
Net income attributable to Class A and Class B common stockholders, basic and    diluted	$	9,490		$	1,275		$	16,643		$	2,222
Net income per share attributable to Class A and Class B common stockholders:
Basic	$	0.07		$	0.05		$	0.13		$	0.09
Diluted	$	0.07		$	0.03		$	0.12		$	0.06
Weighted-average shares used to compute earnings per share attributable to    Class A and Class B common stockholders:
Basic		127,314			24,418			125,632			23,440
Diluted		143,353			37,038			143,506			35,833
Other comprehensive income:
Net change in unrealized gains on available-for-sale investments	$	(114	)	$	(5	)	$	(68	)	$	(2	)
Net change in cumulative foreign currency translation gain		(23	)		—			(57	)		—
Comprehensive income	$	9,441		$	5,993		$	16,674		$	10,841

⁽¹⁾ Includes stock-based compensation as follows:

Cost of revenues:
Cost of subscription services	$	54	$	6	$	107	$	9
Cost of professional services and other		580		135		1,162		228
Research and development		874		271		1,761		466
Sales and marketing		760		299		1,536		482
General and administrative		1,132		504		2,090		765
Total stock-based compensation	$	3,400	$	1,215	$	6,656	$	1,950

See Notes to Condensed Consolidated Financial Statements.

2

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

									Accumulated
	Class A & B				Additional				Other			Total
	Common Stock				Paid-in		Retained		Comprehensive			Stockholders’
	Shares		Amount		Capital		Earnings		Income			Equity
Balance at January 31, 2014		124,791,545	$	1	$	231,534	$	48,542	$	19		$	280,096
Issuance of common stock upon exercise of    stock options (unaudited)		2,848,717		—		2,212		—		—			2,212
Vesting of early exercised stock options    (unaudited)		—		—		231		—		—			231
Stock-based compensation expense (unaudited)		—		—		6,695		—		—			6,695
Issuance of common shares under Employee    Stock Purchase Plan (unaudited)		350,059		—		5,951		—		—			5,951
Issuance of restricted stock units (unaudited)		29,292		—		—		—		—
Follow-on offering, net of issuance costs    (unaudited)		1,390,000		—		34,495		—		—			34,495
Excess tax benefits from employee stock plans (unaudited)		—		—		11,033		—		—			11,033
Other comprehensive income (unaudited)		—		—		—		—		(125	)		(125	)
Net income (unaudited)		—		—		—		16,799		—			16,799
Balance at July 31, 2014 (unaudited)		129,409,613	$	1	$	292,151	$	65,341	$	(106	)	$	357,387

See Notes to Condensed Consolidated Financial Statements.

3

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended July 31,						Six Months Ended July 31,
	2014			2013			2014			2013
	(Unaudited)
Cash flows from operating activities
Net income	$	9,578		$	5,998		$	16,799		$	10,843
Adjustments to reconcile net income to net cash provided by operating    activities:
Depreciation and amortization		991			511			1,921			778
Amortization of premiums on short-term investments		421			89			733			178
Stock-based compensation		3,400			1,215			6,656			1,950
Deferred income taxes		—			(173	)		—			(173	)
Bad debt expense		41			191			69			282
Changes in operating assets and liabilities:
Accounts receivable		(721	)		453			(3,533	)		(435	)
Income taxes		(280	)		(3,590	)		(2,958	)		(3,983	)
Other current and long-term assets		511			(365	)		(1,350	)		(893	)
Accounts payable		(1,210	)		(401	)		(298	)		(2,103	)
Accrued expenses and other current liabilities		(6,544	)		(808	)		(1,226	)		4,139
Deferred revenue		10,431			3,897			17,923			9,353
Long-term liabilities		(10	)		221			2			325
Net cash provided by operating activities		16,608			7,238			34,738			20,261
Cash flows from investing activities
Purchases of short-term investments		(94,776	)		(1,414	)		(229,892	)		(2,771	)
Maturities and sales of investments		40,763			1,900			44,630			2,600
Purchases of property and equipment		(24,983	)		(884	)		(25,282	)		(1,101	)
Acquisitions, net of cash acquired		—			(12,149	)		—			(12,149	)
Payments for capitalized internal-use software		—			(293	)		(220	)		(293	)
Proceeds from note receivable–related party		—			—			—			253
Payments for restricted cash and deposits		4			215			1			3
Net cash used in investing activities		(78,992	)		(12,625	)		(210,763	)		(13,458	)
Cash flows from financing activities
Proceeds from early exercise of common stock options		—			24			—			67
Proceeds from exercise of common stock options		1,527			146			2,212			377
Proceeds from Employee Stock Purchase Plan		5,951			—			5,951			—
Net proceeds from (payments for) offerings		(499	)		(529	)		34,495			(529	)
Excess tax benefits from employee stock plans		6,654			—			11,033			—
Net cash provided by (used in) financing activities		13,633			(359	)		53,691			(85	)
Effect of exchange rate changes on cash and cash equivalents		(21	)		—			(57	)		—
Net change in cash and cash equivalents		(48,772	)		(5,746	)		(122,391	)		6,718
Cash and cash equivalents at beginning of period		188,888			44,354			262,507			31,890
Cash and cash equivalents at end of period	$	140,116		$	38,608		$	140,116		$	38,608
Supplemental disclosures of other cash flow information:
Cash paid for income taxes	$	706		$	7,041		$	4,624		$	9,986
Non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued    expenses	$	(90	)	$	8		$	(21	)	$	26
Vesting of early exercised stock options	$	112		$	95		$	231		$	248

See Notes to Condensed Consolidated Financial Statements.

4

VEEVA SYSTEMS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

Veeva provides industry-specific, cloud-based software solutions for the life sciences industry, which we refer to as Industry Cloud solutions. Our Industry Cloud solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solutions, Veeva CRM, and the applications that complement Veeva CRM, enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions, Veeva Vault, enable our customers to manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution, Veeva Network, which includes our proprietary database of healthcare provider and healthcare organization data, enables our customers to create and maintain accurate customer data. Our fiscal year end is January 31.

Follow-on Offering

On March 31, 2014, we closed our follow-on offering of 13,800,000 shares of Class A common stock (inclusive of 1,800,000 shares sold upon the full exercise of the over-allotment option granted to the underwriters), which included 1,390,000 shares sold by us and a total of 12,410,000 shares sold by certain selling stockholders. The public offering price of the shares sold in the offering was $26.35 per share. We did not receive any proceeds from the sales of shares by the selling stockholders. Our proceeds from the offering were approximately $35.3 million after deducting underwriting discounts and commissions, and before deducting $0.8 million in total estimated offering expenses. As of July 31, 2014, we had received net cash proceeds of $34.5 million.

Principles of Consolidation and Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting, and include the accounts of our wholly owned subsidiaries after elimination of intercompany accounts and transactions. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Veeva’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, filed on March 18, 2014. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes.

The consolidated balance sheet as of January 31, 2014 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, our comprehensive income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2015 or any other period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the condensed consolidated financial statements and the notes thereto. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Significant items subject to such estimates and assumptions include, but are not limited to:

— the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;

— the realizability of deferred income tax assets;

— the fair value of our stock-based awards; and

— the capitalization and estimated useful life of internal-use software development costs.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

5

Revenue Recognition

We derive our revenues from two sources: (i) subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and (ii) related professional services and other revenues. Professional services and other revenues generally include consulting, data services and training. We commence revenue recognition when all of the following conditions are satisfied:

— there is persuasive evidence of an arrangement;

— the service has been or is being provided to the customer;

— the collection of the fees is reasonably assured; and

— the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancellable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales or excise taxes.

Subscription Services Revenues

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription arrangements are considered service contracts, and the customer does not have the right to take possession of the software.

Professional Services and Other Revenues

The majority of our professional services arrangements are recognized on a time and material basis. Professional services revenues recognized on a time and material basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on progress against input measures, such as hours incurred. Data services and training revenues are generally recognized as the services are performed.

Multiple Element Arrangements

We apply the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2009-13, Multiple—Deliverable Revenue Arrangements, to allocate revenues based on relative best estimated selling price to each unit of accounting in multiple element arrangements, which generally include subscriptions and professional services. Best estimated selling price of each unit of accounting included in a multiple element arrangement is based upon management’s estimate of the selling price of deliverables when vendor specific objective evidence or third-party evidence of selling price is not available.

Our multiple element arrangements contain non-software deliverables such as our subscription offerings and professional services. For these arrangements we must: (i) determine whether each deliverable has stand-alone value; (ii) determine the estimated selling price of each element using the selling price hierarchy of vendor-specific objective evidence (VSOE) of fair value, third-party evidence (TPE) or best estimated selling price (BESP), as applicable; and (iii) allocate the total price among the various deliverables based on the relative selling price method.

In determining whether professional services and other revenues have stand-alone value, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, the nature of the consulting services and whether the professional services are required in order for the customer to use the subscription services.

We have determined that we are not able to establish VSOE of fair value or TPE of selling price for any of our deliverables, and accordingly we use BESP for each deliverable in the arrangement. The objective of BESP is to estimate the price at which we would transact a sale of the service deliverables if the services were sold on a stand-alone basis. Revenue allocated to each deliverable is recognized when the basic revenue recognition criteria are met for each deliverable.

We determine BESP for our subscription services included in a multiple element subscription arrangement by considering multiple factors including, but not limited to, stated subscription renewal rates offered to the customer to renew the service and other major groupings such as customer type and geography.

BESP for professional services considers the discount of actual professional services sold compared to list price, the experience level of the individual performing the service and geography.

6

Deferred Revenue

Deferred revenue includes amounts billed to customers for which the revenue recognition criteria have not been met. The majority of deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. We generally invoice our customers in annual, quarterly or monthly installments for the subscription services, which are typically contracted for a term of one year or less. Accordingly, the deferred revenue balance does not generally represent the total contract value of a subscription arrangement. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue.

Certain Risks and Concentrations of Credit Risk

Our revenues are derived from subscription services and professional services delivered primarily to the pharmaceutical and life sciences industry. We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

Our financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable. Our cash equivalents and short-term investments are held in safekeeping by large, credit-worthy financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these financial institutions may exceed federally insured limits.

We do not require collateral from our customers and generally require payment within 30 to 60 days of billing. We periodically evaluate the collectibility of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on historical experience. Historically, such losses have not been material.

The following customers individually exceeded 10% of total accounts receivable as of the dates shown:

	July 31,		January 31,
	2014		2014
Customer 1	*			10%
Customer 2		18%	*
Customer 3		14	*

*Does not exceed 10%.

The following customers individually exceeded 10% of total revenues for the periods shown:

	Three Months Ended July 31,			Six Months Ended July 31,
	2014	2013		2014	2013
Customer 1	*		11%	*		11%
Customer 2	*	*		*	*
Customer 3	*	*		*	*

*Does not exceed 10%.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 supersedes the existing revenue recognition guidance in “Revenue Recognition (Topic 605)” and will be effective for our fiscal year beginning February 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

7

Note 2. Short-Term Investments

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All short-term investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income, a component of stockholders’ equity. We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the condensed consolidated statements of comprehensive income. Interest, amortization of premiums, and accretion of discount on all short-term investments classified as available for sale are also included as a component of other income (expense), net, in the condensed consolidated statements of comprehensive income.

At July 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Asset-backed securities	$	3,700	$	1	$	(6	)	$	3,695
Commercial paper		4,999		—		—			4,999
Corporate notes and bonds		33,525		12		(21	)		33,516
U.S. agency obligations		136,015		20		(52	)		135,983
U.S. treasury securities		31,897		8		(12	)		31,893
Total available-for-sale securities	$	210,136	$	41	$	(91	)	$	210,086

At January 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Corporate notes and bonds	$	10,499	$	9	$	(1	)	$	10,507
U.S. agency obligations		15,111		7	$	—			15,118
Total available-for-sale securities	$	25,610	$	16	$	(1	)	$	25,625

We may sell our short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets.

The following table summarizes the estimated fair value of our short-term investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of the dates shown (in thousands):

	July 31,		January 31,
	2014		2014
Due in one year or less	$	81,130	$	17,667
Due in greater than one year		128,956		7,958
Total	$	210,086	$	25,625

We have certain available-for-sale securities in a gross unrealized loss position, all of which have been in such position for less than 12 months. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the investment’s amortized-cost basis. If we determine that an other-than-temporary decline exists in one of these securities, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized to other income, net in our condensed consolidated statements of comprehensive income. Any portion not related to credit loss would be included in

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accumulated other comprehensive income. There were no impairments considered other-than-temporary as of July 31, 2014 and January 31, 2014.

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of July 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Asset-backed securities	$	2,293	$	(6	)
Corporate notes and bonds		18,040		(21	)
U.S. agency obligations		89,105		(52	)
U.S. treasury securities		15,688		(12	)

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of January 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Corporate notes and bonds	$	1,403	$	(1	)

Note 3. Property, Plant and Equipment, Net

Property and equipment, net consists of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Land and building	$	24,024		$	—
Equipment and computers		2,845			1,912
Furniture and fixtures		1,085			948
Leasehold improvements		1,105			979
		29,059			3,839
Less accumulated depreciation		(2,034	)		(1,394	)
Total property and equipment, net		27,025			2,445

Total depreciation expense for the three and six months ended July 31, 2014 was $0.4 million and $0.7 million, respectively, and $0.2 million and $0.4 million, for the three and six months ended July 31, 2013, respectively. Land is not depreciated.

Acquisition of Corporate Headquarters Building

On July 22, 2014, we purchased land and a building for our new corporate headquarters located in Pleasanton, California for $24.0 million. The headquarters will support the overall growth of our business, and we expect to occupy the building in spring 2015. As of July 31, 2014, the allocation of the purchase price between the land and building has not yet been finalized.

Note 4. Capitalized Internal-Use Software

Capitalized internal-use software, net, consisted of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Capitalized internal-use software development costs	$	3,093		$	2,834
Less accumulated amortization		(1,665	)		(1,249	)
Capitalized internal-use software development costs, net	$	1,428		$	1,585

During the six months ended July 31, 2014 and 2013, we capitalized $0.3 million and $0.3 million, respectively, for internal-use software development costs.

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Capitalized internal-use software amortization expense for the three and six months ended July 31, 2014 was $0.2 million and $0.4 million, respectively and $0.1 million and $0.2 million, for the three and six months ended July 31, 2013, respectively.

Note 5. Intangible Assets

The following schedule presents the details of intangible assets as of July 31, 2014 (in thousands):

	July 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(820	)	$	2,860		3.9
Database		2,570		(716	)		1,854		2.9
Customer relationships		1,020		(189	)		831		4.9
Software		304		(122	)		182		1.8
	$	7,574	$	(1,847	)	$	5,727

The following schedule presents the details of intangible assets as of January 31, 2014 (in thousands):

	January 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(452	)	$	3,228		4.4
Database		2,570		(394	)		2,176		3.4
Customer relationships		1,020		(104	)		916		5.4
Software		304		(73	)		231		2.3
	$	7,574	$	(1,023	)	$	6,551

Amortization expense associated with acquired intangible assets for the three and six months ended July 31, 2014 was $0.4 million and $0.8 million, respectively, and immaterial for the three and six months ended July 31, 2013.

Note 6. Fair Value Measurements

The carrying amounts of accounts receivable and other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature.

Financial assets and financial liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and financial liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

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The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of July 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	42,995	$	—	$	—	$	42,995
Commercial paper		—		2,600		—		2,600
U.S. agency obligations		—		17,984		—		17,984
Short-term investments:
Asset backed-securities		—		3,695		—		3,695
Commercial paper		—		4,999		—		4,999
Corporate notes and bonds		—		33,516		—		33,516
U.S. agency obligations		—		135,983		—		135,983
U.S. treasury securities		—		31,893		—		31,893
Total	$	42,995	$	230,670	$	—	$	273,665

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of January 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	170,235	$	—	$	—	$	170,235
Commercial paper		—		9,999		—		9,999
U.S. treasury securities		—		33,153		—		33,153
Short-term investments:
Corporate notes and bonds		—		10,507		—		10,507
U.S. agency obligations		—		15,118		—		15,118
Total	$	170,235	$	68,777	$	—	$	239,012

We determine the fair value of our security holdings based on pricing from our pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from non-binding consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). We perform procedures to ensure that appropriate fair values are recorded such as comparing prices obtained from other sources.

Note 7. Income Taxes

For the three months ended July 31, 2014 and 2013, our effective tax rates were 42.6% and 38.6%, respectively. Our effective tax rate increased 4.0% during the three months ended July 31, 2014 as compared to the same period in the prior fiscal year primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

For the six months ended July 31, 2014 and 2013, our effective tax rates were 42.5% and 37.9%, respectively. Our effective tax rate increased 4.6% during the six months ended July 31, 2014 as compared to the same period in the prior fiscal year primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

In July 2013, the FASB ratified ASU 2013-11 “Presenting an Unrecognized Tax Benefit (“UTB”) When a Net Operating Loss Carryforward Exists” (“ASU 2013-11”). ASU 2013-02 provides that an UTB, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. This ASU was effective for reporting periods beginning after December 15, 2013, and may be applied retrospectively. We adopted this ASU on February 1, 2014, and the impact was not significant on our condensed consolidated results of operations and financial position.

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Note 8. Stockholders’ Equity

Common Stock

As of July 31, 2014, we had 51,320,771 shares of Class A common stock and 78,088,842 shares of Class B common stock outstanding, of which 968,957 shares of Class B common stock were unvested, resulting from employees exercising stock options prior to vesting.

As of January 31, 2014, we had 15,044,750 shares of Class A common stock and 109,746,795 shares of Class B common stock outstanding, of which 1,824,457 shares of Class B common stock were unvested, resulting from employees exercising stock options prior to vesting.

Early Exercise of Employee Options

We historically have allowed for the early exercise of options granted under the 2007 Stock Plan (2007 Plan) prior to vesting. The 2007 Plan allows for such exercises by means of cash payment, surrender of already outstanding common stock, a same day broker assisted sale or through any other form or method consistent with applicable laws, regulations and rules. Historically, all exercises have been through cash payment. The unvested shares are subject to our repurchase right at the original purchase price. The proceeds initially are recorded as an accrued liability from the early exercise of stock options, and reclassified to common stock as our repurchase right lapses. At July 31, 2014 and January 31, 2014, there were unvested shares in the amount of 968,957 and 1,824,457, respectively, which were subject to repurchase at an aggregate price of approximately $0.2 million and $0.5 million, respectively.

Stock Option Activity

A summary of stock option activity for the six months ended July 31, 2014 is as follows:

						Weighted
				Weighted		average
				average		remaining		Aggregate
	Number			exercise		contractual		intrinsic
	of shares			price		term (in years)		value
Options outstanding at January 31, 2014		25,424,437		$	3.22		8.5	$	726,649,586
Options granted		425,000			28.55
Options exercised		(2,848,717	)		0.78			$	62,458,072
Options forfeited/cancelled		(873,310	)		4.18
Options outstanding at July 31, 2014		22,127,410		$	3.99		8.2	$	441,740,526
Options vested and exercisable at July 31, 2014		3,795,267		$	1.43		6.9	$	85,045,568
Options vested and exercisable at July 31, 2014 and expected      to vest thereafter		20,704,353		$	3.95		8.2	$	414,093,778

The weighted average grant-date fair value of options granted during the three and six months ended July 31, 2014 was $9.79 and $13.80, respectively, per share.  The weighted average grant-date fair value of options granted during the three and six months ended July 31, 2013 was $3.39 and $2.47, respectively, per share.

As of July 31, 2014, there was $38.8 million in unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options granted under the 2007 Plan, 2012 EIP and 2013 EIP. This cost is expected to be recognized over a weighted average period of 4.8 years.

As of July 31, 2014, we had authorized and unissued shares of common stock to satisfy exercises of stock options.

Our closing stock price as reported on the New York Stock Exchange as of July 31, 2014 was $23.80. The total intrinsic value of options exercised was approximately $31.7 million and $62.5 million for the three and six months ended July 31, 2014.

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Restricted Stock Units

A summary of restricted stock unit (RSU) activity for the six months ended July 31, 2014 is as follows:

				Weighted
	Unreleased			average
	Restricted			grant date
	Stock Units			fair value
Unreleased RSUs at January 31, 2014		156,050		$	36.52
RSUs granted		406,535			24.35
RSUs vested		(29,292	)		22.64
RSUs forfeited/cancelled		(23,039	)		36.83
Unreleased RSUs at July 31, 2014		510,254		$	27.61

During the three and six months ended July 31, 2014, we issued RSUs under the 2013 EIP with a weighted-average grant date fair value of $22.03 and $24.35.

As of July 31, 2014, there was a total of $13.3 million in unrecognized compensation cost, net of estimated forfeitures, related to unvested RSUs. This cost is expected to be recognized over a weighted-average period of approximately 3.6 years. We did not grant RSUs during the three and six months ended July 31, 2013.

Stock-Based Compensation

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014	2013
Volatility		50%		50%	48% – 50%	42% – 50%
Expected life (in years)	6.28 – 6.32			6.32	6.27 – 6.32	6.32 – 8.23
Risk-free interest rate	1.93% – 1.94%		1.16% – 1.69%		1.85% – 1.94%	1.03% – 1.69%
Dividend yield	—%		—%		—%	—%

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (ESPP) permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our Class A common stock on the first day of the applicable offering period or the fair market value of our Class A common stock on the purchase date. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The initial offering period approved for the ESPP commenced on the date of our initial public offering (IPO) and ended on June 15, 2014. During the three and six months ended July 31, 2014, 350,059 shares of Class A Common Stock were purchased under the ESPP. No additional offering periods have been approved.

The following table presents the weighted-average assumptions used to calculate our stock-based compensation for the stock purchases under the ESPP:

	Six Months Ended
	July 31, 2014
Volatility		44	%
Expected life (in years)		0.58
Risk-free interest rate		0.10	%
Dividend yield	—		%

The amounts of stock-based compensation capitalized for internal-use software in the three and six months ended July 31, 2014 and 2013 were immaterial.

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Note 9. Net Income per Share Attributable to Common Stockholders

We compute net income per share of Class A and Class B common stock using the two-class method required for participating securities. Prior to the date of our IPO in October 2013, we considered all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. Immediately prior to the completion of our IPO, all outstanding shares of convertible preferred stock converted to Class B common stock. Additionally, we consider unvested shares issued upon the early exercise of options to be participating securities as the holders of these shares have a non-forfeitable right to dividends in the event of our declaration of a dividend for common shares.

Under the two-class method, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income, less (i) current period convertible preferred stock non-cumulative dividends and (ii) earnings attributable to participating securities.

The net income per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the year has been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis.

Basic net income per share of common stock is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted-average shares of common stock outstanding. Unvested shares of common stock resulting from the early exercises of stock options are excluded from the calculation of the weighted-average shares of common stock until they vest as they are subject to repurchase until they are vested.

Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average shares outstanding, including potentially dilutive shares of common stock assuming the dilutive effect of potential shares of common stock for the period determined using the treasury stock method.

Undistributed net income for a given period is apportioned to participating securities based on the weighted-average shares of each class of common stock outstanding during the applicable period as a percentage of the total weighted-average shares outstanding during the same period.

For purposes of the diluted net income per share attributable to common stockholders calculation, unvested shares of common stock resulting from the early exercises of stock options and unvested options to purchase common stock are considered to be potentially dilutive shares of common stock. In addition, the computation of the fully diluted net income per share of Class A common stock assumes the conversion from Class B common stock, while the fully diluted net income per share of Class B common stock does not assume the conversion of those shares.

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The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in thousands, except per share data):

	Three Months Ended July 31,											Six Months Ended July 31,
	2014						2013					2014						2013
	Class A			Class B			Class A		Class B			Class A			Class B			Class A		Class B
Basic
Numerator
Net income	$	3,330		$	6,248		$	—	$	5,998		$	4,428		$	12,371		$	—	$	10,843
Noncumulative dividends on    convertible preferred stock		—			—			—		(140	)		—			—			—		(280	)
Undistributed earnings allocated to    participating securities		(31	)		(57	)		—		(4,583	)		(41	)		(115	)		—		(8,341	)
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Denominator
Weighted average shares used in    computing net income per share    attributable to common    stockholders, basic		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Net income per share attributable to    common stockholders, basic	$	0.07		$	0.07		$	—	$	0.05		$	0.13		$	0.13		$	—	$	0.09
Diluted
Numerator
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Reallocation as a result of conversion of    Class B to Class A common stock:
Net income attributable to common    stockholders, basic		6,191			—			—		—			12,256			—			—		—
Reallocation of net income to Class B    common stock		—			369			—		—			—			546			—		—
Net income attributable to common    stockholders, diluted	$	9,490		$	6,560		$	—	$	1,275		$	16,643		$	12,802		$	—	$	2,222
Denominator
Number of shares used for basic    EPS computation		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Conversion of Class B to Class A    common stock		83,053			—			—		—			92,519			—			—		—
Effect of potentially dilutive    common shares		16,039			16,039			—		12,620			17,874			17,874			—		12,393
Weighted average shares used in    computing net income per share    attributable to common stockholders,    diluted		143,353			99,092			—		37,038			143,506			110,393			—		35,833
Net income per share attributable to    common stockholders, diluted	$	0.07		$	0.07		$	—	$	0.03		$	0.12		$	0.12		$	—	$	0.06

Potential common share equivalents excluded where the inclusion would be anti-dilutive are as follows:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Options to purchase shares not included in the computation of diluted net income per share because their inclusion would be anti-dilutive		826,772		3,911,313		700,903		11,136,748

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Note 10.Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

On August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a lawsuit against us in the U.S. District Court for the Northern District of California, alleging that Veeva CRM Approved Email infringes U.S. Patent No. 7,634,556 held by Prolifiq. Prolifiq filed a First Amended Complaint on September 10, 2013, alleging that Veeva CRM Approved Email also infringes U.S. Patent Nos. 7,707,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq, in addition to U.S. Patent No. 7,634,556. The First Amended Complaint seeks unspecified monetary damages, attorneys’ fees, costs and injunctive relief against us. We answered the First Amended Complaint on October 1, 2013. Prolifiq filed a Second Amended Complaint on October 10, 2013, asserting the same five patents. We answered the Second Amended Complaint on October 24, 2013. On January 31, 2014, Prolifiq’s claims related to U.S. Patent Nos. 7,707,317, 7,966,374 and 8,171,077 were dismissed without prejudice pursuant to a stipulation of dismissal. On April 4, 2014, Prolifiq filed a Third Amended Complaint. In addition to its remaining claims of patent infringement, Prolifiq seeks to assert a cause of action for alleged trade secret misappropriation. We answered the Third Amended Complaint on June 10, 2014.  The court issued a claim construction order on August 6, 2014, which, in addition to construing the claims, also held that several claims of the patents that Prolifiq asserted in the case were invalid as indefinite. Discovery remains open and a trial date has been set for May 18, 2015. Separately, on August 6, 2014, we filed a proceeding in the U.S. Patent and Trademark Office challenging the patentability of U.S. Patent No. 7,634,556; this proceeding is referred to as an Inter Partes Review. On August 9 and 10, 2014, we filed additional Inter Partes Review proceedings against the remaining four patents asserted by Prolifiq in the First Amended Complaint. Based on the facts available at this time, the ultimate resolution of this matter and the associated financial impact, if any, remains uncertain. Even if the result of this litigation is adverse to us, the amount or range of possible losses to which we are exposed cannot be reasonably estimated at this time. While Veeva CRM Approved Email revenues have represented a very minor portion of our total revenues, intellectual property litigation is subject to inherent uncertainties, and there can be no assurance that the expenses associated with defending any litigation or the resolution of this dispute would not have a material adverse impact on our results of operations or cash flows.

From time to time, we may be involved in other legal proceedings and subject to claims incident to the ordinary course of business. Although the results of such legal proceedings and claims cannot be predicted with certainty, we believe we are not currently a party to any legal proceedings, other than as set forth above, the outcome of which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial position. Regardless of the outcome, such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

Value-Added Reseller Agreement

We have a value-added reseller agreement with salesforce.com, inc. for our use of the Salesforce Platform in combination with our developed technology to deliver our Veeva CRM solution, including hosting infrastructure and data center operations provided by salesforce.com. On March 3, 2014, we extended the term of the Value-Added Reseller Agreement for an additional ten years through September 1, 2025 and amended our minimum order commitments. As of July 31, 2014, we remained obligated to pay fees of at least $486.2 million prior to September 1, 2025 in connection with this agreement.

Note 11. Information about Geographic Areas

We track and allocate revenues by the principal geographic region of our customers’ end users rather than by individual country, which makes it impractical to disclose revenues for the United States or other specific foreign countries. Revenues by geographic area, as measured by the estimated location of the end users for subscription services revenues and the estimated location of the users for which the services were performed for professional services revenues, were as follows for the periods shown below (in thousands):

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Revenues by geography
North America	$	41,865	$	29,619	$	79,343	$	55,535
Europe and other		20,047		11,837		36,593		22,470
Asia Pacific		13,752		8,125		26,449		14,364
Total revenues	$	75,664	$	49,581	$	142,385	$	92,369

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Long-lived assets by geographic area are as follows as of the date shown (in thousands):

	July 31,		January 31,
	2014		2014
Long-lived assets by geography
North America	$	26,075	$	1,341
Europe and other		358		509
Asia Pacific		592		595
Total long-lived assets	$	27,025	$	2,445

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. In addition to historical condensed consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this report, including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Veeva provides industry-specific, cloud-based software solutions for the life sciences industry, which we refer to as Industry Cloud solutions. Our Industry Cloud solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solution, Veeva CRM, and the applications that complement Veeva CRM, enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions, Veeva Vault, enable our customers to manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution, Veeva Network, which includes our proprietary database of healthcare provider and healthcare organization data, enables our customers to create and maintain accurate customer data.

Veeva CRM was our first commercially available solution and has made up the vast majority of our revenue historically. For instance, in our fiscal year ended January 31, 2014, we derived approximately 95% of our subscription services revenues from our Veeva CRM and Veeva CRM complementary solutions. In the quarter ended July 31, 2014, total revenues associated with our Veeva Vault and Veeva Network solutions, comprised in excess of 10% of our total revenues. The contribution of revenues associated with Veeva Vault and Veeva Network is expected to increase as a percentage of total revenue going forward. However, we have less experience selling Veeva Vault, Veeva Network and our newer commercial applications that complement Veeva CRM. To the extent that these more recently introduced solutions do not achieve significant market acceptance, our business and results of operations may be adversely affected. In particular, certain of our Veeva Vault solutions are offered to segments of the life sciences industry to which we have less experience marketing, including the research and development organizations of life sciences companies and emerging biotechnology companies. We must be successful in marketing to these and other potential newer industry segments. We intend to increase the adoption of our solutions by increasing the size of our sales force. However, the timing and effectiveness of any increase in our sales organization is difficult to predict.

Our solutions are accessed through an internet connection and a web browser, or using our proprietary applications for mobile devices, such as the iPad. We market our solutions and services primarily through our global direct sales force. We currently operate in three principal regions: North America, Europe and Asia Pacific and are expanding our sales and services coverage for the Latin America region. The majority of our revenues from international sales are invoiced from and collected by our U.S. entity and recognized as a component of income before taxes in the United States as opposed to a foreign jurisdiction. However, we measure our revenues by geographic area on the basis of the estimated location of the end users for subscription services revenues and the estimated location of the users for which the services were performed for professional services revenues.

The primary purpose of our professional services organization is to promote customer success and effective deployments of our Industry Cloud solutions. This component of our revenues can be variable period to period depending on a number of factors, including the requirements, complexity and timing of our customer’s implementation projects, and in certain circumstances, the timing of customer acceptance of certain consulting deliverables. Historically, professional services revenues have represented a material portion of our total revenues. For example, professional services revenues were 30% of total revenues in the fiscal year ended January 31, 2014.

For the six months ended July 31, 2014 and 2013, total revenues were $142.4 million and $92.4 million, respectively, representing period-over-period growth of 54%. For the six months ended July 31, 2014 and 2013, our subscription services revenues were $105.1 million and $62.0 million, respectively, representing period-over-period growth of 70%. We generated net income of $16.8 million and $10.8 million for the six months ended July 31, 2014 and 2013, respectively.

Key Factors Affecting Our Performance

Investment in Growth. We have invested and intend to continue to invest aggressively in expanding the breadth and depth of our Industry Cloud for life sciences. We expect to invest in research and development to expand existing and build new solutions, sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies, professional services to ensure the success of our customers’ implementations of our solutions, and other operational and administrative functions

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to support our expected growth and new requirements associated with becoming a public company. We anticipate that our headcount will increase as a result of these investments. We expect our total operating expenses will increase over time, and, in some cases, have short-term negative impacts on our operating margin.

Adoption of Our Solutions by Existing and New Customers. Most of our customers initially deploy our solutions to a limited number of users within a division or geography and may only initially deploy a limited set of our available solutions. Our future growth is dependent upon our existing customers’ continued success and renewals of subscriptions to our solutions, deployment of our solutions to additional users around the world, and the purchase of subscriptions to additional solutions. Our growth is also dependent on the adoption of our solutions by new customers. In particular, our Veeva Vault solutions are offered to segments of the life sciences industry to which we have less experience marketing, including the research and development organizations of life sciences companies as well as emerging biotechnology companies, and we must be successful in marketing to these and other potential new segments.

Subscription Services Revenue Retention Rate. A key factor to our success is the renewal and expansion of our existing subscription agreements with our customers. We calculate our annual subscription services revenue retention rate for a particular fiscal year by dividing (i) annualized subscription revenue as of the last day of that fiscal year from those customers that were also customers as of the last day of the prior fiscal year by (ii) the annualized subscription revenue from all customers as of the last day of the prior fiscal year. Annualized subscription revenue is calculated by multiplying the daily subscription revenue recognized on the last day of the fiscal year by 365. This calculation includes the impact on our revenues from customer non-renewals, deployments of additional users or decreases in users, deployments of additional solutions or discontinued use of solutions by our customers, and price changes for our solutions. Historically, the impact of price changes on our subscription services revenue retention rate has been minimal. For our fiscal years ended January 31, 2014, 2013 and 2012, our subscription services revenue retention rate was 166%, 187% and 159%, respectively.

Mix of Subscription and Professional Services Revenues. We believe our investments in professional services have driven customer success and facilitated the further adoption of our solutions by our customers. During the initial period of deployment by a customer, we generally provide a greater amount of configuration, implementation and training than later in the deployment. At the same time, many of our customers have historically purchased subscriptions for only a limited set of their total potential users during their initial deployments. As a result of these factors, the proportion of total revenues for a customer associated with professional services is relatively high during the initial deployment period. Over time, as the need for professional services associated with user deployments decreases and the number of users often increases, we have observed and continue to expect the mix of total revenues to shift more toward subscription services revenues. As a result, we expect the proportion of our total revenues from subscription services to increase over time.

Components of Results of Operations

Revenues

We derive our revenues primarily from subscription services fees and professional services fees. Subscription services revenues consist of fees from customers accessing our Industry Cloud solutions. Professional services revenues consist primarily of fees from implementation services, configuration, data services, training and managed services related to our solutions. For the six months ended July 31, 2014, subscription services revenues constituted 74% of total revenues and professional services and other revenues constituted 26% of total revenues.

New subscription orders typically have a one-year term and automatically renew unless notice of cancellation is provided in advance. If a customer adds users or solutions to an existing order, such additional orders will generally be coterminous with the initial order, and as a result, orders for additional users or solutions will commonly have a term of less than one year. Subscription orders are generally billed at the subscription commencement date in annual or quarterly increments. Because the term of orders for additional users or solutions is commonly less than one year and payment terms may be quarterly, the annualized value of the orders we enter into with our customers will not be completely reflected in deferred revenue at any single point in time. Accordingly, we do not believe that change in deferred revenue is an accurate indicator of future revenues for any given period of time.

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription services agreements are generally non-cancellable during the term, although customers typically have the right to terminate their agreements for cause in the event of material breach. Subscription services revenues are affected primarily by the number of customers, the number of users (or other subscription usage metric) at each customer that uses our solutions and the number of solutions subscribed to by each customer.

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Our professional services engagements are primarily billed on a time and materials basis and revenues are typically recognized as the services are rendered. Professional services revenues are affected primarily by our customers’ demands for implementation services, configuration, data services, training and managed services in connection with our solutions.

Cost of Revenues

Cost of subscription services revenues primarily consists of fees paid to salesforce.com, inc. for our use of the Salesforce Platform and the associated hosting infrastructure and data center operations that are provided by salesforce.com, other third-party expenses related to data center capacity, personnel related costs associated with hosting our subscription services and providing support, operating lease expense associated with computer equipment and software and allocated overhead, amortization expense associated with capitalized internal-use software related to our subscription services and amortization expense associated with purchased intangibles related to our subscription services. Cost of subscription services revenues for our Veeva Vault and Veeva Network solutions do not include fees to salesforce.com because the Salesforce Platform is not used in those solutions. We intend to continue to invest additional resources in our subscription services to broaden our product offerings and increase our delivery capacity. For example, we may open additional data centers, expand our current data centers in the future and continue to make investments in the availability and security of our solutions. The timing of when we incur these additional expenses will affect our cost of revenues in absolute dollars in the affected periods.

Cost of professional services and other revenues consists primarily of employee-related expenses associated with providing these services, including salaries, benefits and stock-based compensation expense, the cost of subcontractors, travel costs and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to the direct labor costs and costs of subcontractors.

Operating Expenses

We accumulate certain costs such as office rent, utilities and other facilities costs and allocate them across the various departments based on headcount. We refer to these costs as “allocated overhead.”

Research and Development. Research and development expenses consist primarily of employee-related expenses, third-party consulting fees and allocated overhead. We continue to focus our research and development efforts on adding new features and applications, increasing the functionality and enhancing the ease of use of our cloud-based applications.

Sales and Marketing. Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, customer-focused events, travel-related expenses and allocated overhead. Sales commissions and other incremental costs to acquire contracts are expensed as incurred.

General and Administrative. General and administrative expenses consist of employee-related expenses for our executive, finance and accounting, legal, human resources, management information systems personnel and other administrative employees. In addition, general and administrative expenses include legal costs, professional fees, other corporate expenses and allocated overhead.

Other Expense, Net

Other expense, net consists primarily of interest income, amortization of investments and transaction gains or losses on foreign currency.

Provision for Income Taxes

Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions. See Note 7 of the notes to our condensed consolidated financial statements.

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Results of Operations

The following tables set forth selected condensed consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:

	Three Months Ended July 31,						Six Months Ended July 31,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Consolidated Statements of Income Data:
Revenues:
Subscription services	$	56,572		$	34,063		$	105,093		$	62,000
Professional services and other		19,092			15,518			37,292			30,369
Total revenues		75,664			49,581			142,385			92,369
Cost of revenues(1):
Cost of subscription services		13,346			7,948			25,386			14,898
Cost of professional services and other		14,790			11,195			28,700			21,954
Total cost of revenues		28,136			19,143			54,086			36,852
Gross profit		47,528			30,438			88,299			55,517
Operating expenses(1):
Research and development		9,787			6,357			18,779			11,884
Sales and marketing		13,810			9,610			26,624			17,272
General and administrative		7,146			4,633			13,554			8,350
Total operating expenses		30,743			20,600			58,957			37,506
Operating income		16,785			9,838			29,342			18,011
Other expense, net		(101	)		(65	)		(131	)		(564	)
Income before income taxes		16,684			9,773			29,211			17,447
Provision for income taxes		7,106			3,775			12,412			6,604
Net income	$	9,578		$	5,998		$	16,799		$	10,843

⁽¹⁾ Includes stock-based compensation as follows:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
	(in thousands)				(in thousands)
Cost of revenues:
Cost of subscription services	$	54	$	6	$	107	$	9
Cost of professional services and other		580		135		1,162		228
Research and development		874		271		1,761		466
Sales and marketing		760		299		1,536		482
General and administrative		1,132		504		2,090		765
Total stock-based compensation	$	3,400	$	1,215	$	6,656	$	1,950

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	Three Months Ended July 31,							Six Months Ended July 31,
	2014				2013			2014				2013
Consolidated Statements of Income Data:
Revenues:
Subscription services		74.8		%		68.7	%		73.8		%		67.1	%
Professional services and other		25.2				31.3			26.2				32.9
Total revenues		100.0				100.0			100.0				100.0
Cost of revenues:
Cost of subscription services		17.6				16.0			17.8				16.1
Cost of professional services and other		19.5				22.6			20.2				23.8
Total cost of revenues		37.1				38.6			38.0				39.9
Gross profit		62.9				61.4			62.0				60.1
Operating expenses:
Research and development		12.9				12.8			13.2				12.9
Sales and marketing		18.3				19.4			18.7				18.7
General and administrative		9.4				9.3			9.5				9.0
Total operating expenses		40.6				41.5			41.4				40.6
Operating income		22.3				19.9			20.6				19.5
Other expense, net		(0.1	)			(0.1	)		(0.1	)			(0.6	)
Income before income taxes		22.2				19.8			20.5				18.9
Provision for income taxes		9.4				7.6			8.7				7.1
Net income		12.8		%		12.2	%		11.8		%		11.8	%

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Revenues:
Subscription services	$	56,572		$	34,063			66	%	$	105,093		$	62,000			70	%
Professional services and other		19,092			15,518			23			37,292			30,369			23
Total revenues	$	75,664		$	49,581			53		$	142,385		$	92,369			54
Percentage of revenues:
Subscription services		75	%		69	%					74	%		67	%
Professional services and other		25	%		31	%					26	%		33	%
Total revenues		100	%		100	%					100	%		100	%

Total revenues for the three months ended July 31, 2014 increased $26.1 million from the prior year period, of which $22.5 million was from subscription services revenues and $3.6 million from professional services and other revenues. Subscription services revenues were 75% of total revenues for the three months ended July 31, 2014, compared to 69% of total revenues for the prior year comparable period, reflecting the growth in our subscription services revenues as our customers expanded their use of our solutions across new divisions and geographies, and adopted our newer products.

Total revenues for the six months ended July 31, 2014 increased $50.0 million from the prior year period, of which $43.1 million was from subscription services revenues and $6.9 million from professional services and other revenues. Subscription services revenues were 74% of total revenues for the six months ended July 31, 2014, compared to 67% of total revenues for the prior year comparable period, reflecting the growth in our subscription services revenues as our customers expanded their use of our solutions across new divisions and geographies, and adopted our newer products.

Subscription services revenues for the three months ended July 31, 2014 increased $22.5 million from the prior year period. Two percent of the increase in subscription services revenues was attributable to orders from existing customers that were placed on or prior to July 31, 2013 and the renewal of such orders through July 31, 2014. Ninety-eight percent of the increase in subscription services revenues was attributable to new orders placed after July 31, 2013 to deploy our solutions to additional users within our existing customer base and to new users at new customers. New orders from existing customers consisted of expanded use of our solutions within a given customer and the addition of solutions not previously utilized by a given customer. Subscription services

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revenues from North America, as measured by the estimated location of the end users for subscription services, made up 55% of subscription services revenues in the three months ended July 31, 2014 and 62% of subscription services revenues in the three months ended July 31, 2013. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia Pacific as compared to North America.

Subscription services revenues for the six months ended July 31, 2014 increased $43.1 million from the prior year period. Seventeen percent of the increase in subscription services revenues was attributable to orders from existing customers that were placed on or prior to July 31, 2013 and the renewal of such orders through July 31, 2014. Eighty-three percent of the increase in subscription services revenues was attributable to new orders placed after July 31, 2013 to deploy our solutions to additional users within our existing customer base and to new users at new customers. New orders from existing customers consisted of expanded use of our solutions within a given customer and the addition of solutions not previously utilized by a given customer. Subscription services revenues from North America, as measured by the estimated location of the end users for subscription services, made up 55% of subscription services revenues in the six months ended July 31, 2014 and 63% of subscription services revenues in the six months ended July 31, 2013. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia Pacific as compared to North America.

Professional services and other revenues for the three months ended July 31, 2014 increased $3.6 million from the prior year period. Ninety-six percent of the professional services and other revenues was attributable to existing customers that signed agreements with us on or prior to July 31, 2013 and 4% of the professional services and other revenues was attributable to customers that signed agreements with us after July 31, 2013. Professional services revenues from North America, as measured by the estimated location of the user for which the services were performed, made up 58% of professional services revenues in the three months ended July 31, 2014, as compared to 54% in the prior year period. This shift in geographic revenue mix was primarily due to an increased demand for implementation related professional services for our Veeva Vault and Veeva Network solutions in North America, as compared to the prior period.

Professional services and other revenues for the six months ended July 31, 2014 increased $6.9 million from the prior year period. Ninety-three percent of the professional services and other revenues was attributable to existing customers that signed agreements with us on or prior to July 31, 2013 and 7% of the professional services and other revenues was attributable to customers that signed agreements with us after July 31, 2013. Professional services revenues from North America, as measured by the estimated location of the user for which the services were performed, made up 57% of professional services revenues in the six months ended July 31, 2014, as compared to 54% in the prior year period. This shift in geographic revenue mix was primarily due to an increased demand for implementation related professional services for our Veeva Vault and Veeva Network solutions in North America, as compared to the prior period.

Cost of Revenues and Gross Profit Percentage

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Cost of revenues:
Cost of subscription services	$	13,346		$	7,948			68	%	$	25,386		$	14,898			70	%
Cost of professional services and other		14,790			11,195			32			28,700			21,954			31
Total cost of revenues	$	28,136		$	19,143			47		$	54,086		$	36,852			47
Gross margin percentage:
Subscription services		76	%		77	%					76	%		76	%
Professional services and other		23			28						23			28
Total gross margin percentage		63	%		61	%					62	%		60	%
Gross profit	$	47,528		$	30,438			56	%	$	88,299		$	55,517			59	%

Cost of revenues for the three months ended July 31, 2014 increased $9.0 million from the prior year period, of which $5.4 million was related to cost of subscription services. The increase in cost of subscription services was primarily due to an increase of users of our Veeva CRM solution, which drove an increase of $3.9 million in salesforce.com fees, a $0.4 million increase in amortization of purchased intangible assets, and a $0.3 million increase in employee compensation-related costs.

Cost of revenues for the six months ended July 31, 2014 increased $17.2 million from the prior year period, of which $10.5 million was related to cost of subscription services. The increase in cost of subscription services was primarily due to an increase of

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users of our Veeva CRM solution, which drove an increase of $7.6 million in salesforce.com fees, a $0.7 million increase in amortization of purchased intangible assets, a $0.6 million increase in employee compensation-related costs, and a $0.4 million increase of amortization of internal-use software costs.

We expect cost of subscription services revenues to increase in absolute dollars in the near term and to decrease as a percentage of total subscription services revenues over time with the continued growth in the revenue contribution from Veeva Vault and Veeva Network, as these products have a slightly higher subscription services gross margin than Veeva CRM.

Cost of professional services and other revenues for the three months ended July 31, 2014 increased $3.6 million from the prior year period, primarily due to a $3.2 million increase in employee compensation-related costs, which includes an increase of $0.4 million in stock-based compensation. The increase in employee compensation-related costs resulted from headcount and annual merit increases.

Cost of professional services and other revenues for the six months ended July 31, 2014 increased $6.7 million from the prior year period, primarily due to a $6.3 million increase in employee compensation-related costs, which includes an increase of $0.9 million in stock-based compensation. The increase in employee compensation-related costs resulted from headcount and annual merit increases.

We expect cost of professional services and other revenues to increase in absolute dollars in the near term and to increase slightly as a percentage of professional services and other revenues as we invest in our services organization to ensure customer success with respect to our newer solutions and newer geographies.

Gross profit as a percentage of total revenues for the three months ended July 31, 2014 and 2013 were 63% and 61%, respectively. The increases compared to the prior periods are largely due to an increase in the proportion of total revenues attributable to subscription services revenues, which have higher gross margins than professional services and other revenues, and to a lesser extent due to the increased revenue contribution of our Veeva Vault and Veeva Network solutions, which have a slightly higher subscription services gross margin than Veeva CRM.

Gross profit as a percentage of total revenues for the six months ended July 31, 2014 and 2013 were 62% and 60%, respectively. The increases compared to the prior periods are largely due to an increase in the proportion of total revenues attributable to subscription services revenues, which have higher gross margins than professional services and other revenues, and to a lesser extent due to the increased revenue contribution of our Veeva Vault and Veeva Network solutions, which have a slightly higher subscription services gross margin than Veeva CRM.

Operating Expenses and Operating Margin

Operating expenses include research and development, sales and marketing and general and administrative expenses. As we continue to invest in our growth though hiring additional headcount and expansion of our headquarters, we expect operating expenses to increase in absolute dollars and as a percentage of revenue in the near term which may result in a slight decrease in our operating margin.

Research and Development

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Research and development	$	9,787		$	6,357			54	%	$	18,779		$	11,884			58	%
Percentage of total revenues		13	%		13	%					13	%		13	%

Research and development expenses for the three months ended July 31, 2014 increased $3.4 million from the prior year period, primarily as a result of an increase of $2.9 million in employee compensation-related costs, which includes an increase of $0.6 million in stock-based compensation. The increase in employee compensation-related costs resulted from headcount and annual merit increases.

Research and development expenses for the six months ended July 31, 2014 increased $6.9 million from the prior year period, primarily as a result of an increase of $6.2 million in employee compensation-related costs, which includes an increase of $1.3 million

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in stock-based compensation. The increase in employee compensation-related costs resulted from headcount and annual merit increases, as well as an increase in employer payroll tax expense related to the exercise and subsequent sale of nonqualified stock options.

We expect research and development expenses to increase in absolute dollars in the near term, primarily due to higher headcount as we continue to add developers and invest in our solutions.

Sales and Marketing

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Sales and marketing	$	13,810		$	9,610			44	%	$	26,624		$	17,272			54	%
Percentage of total revenues		18	%		19	%					19	%		19	%

Sales and marketing expenses for the three months ended July 31, 2014 increased $4.2 million from the prior year period, primarily due to an increase of $3.6 million in employee compensation-related costs, which includes a $0.9 million increase in sales commissions and an increase of $0.5 million in stock-based compensation. The increase in employee compensation-related costs resulted from headcount and annual merit increases.

Sales and marketing expenses for the six months ended July 31, 2014 increased $9.4 million from the prior year period, primarily due to an increase of $7.4 million in employee compensation-related costs, which includes an increase of $1.1 million in stock-based compensation and a $0.9 million increase in sales commissions, and an increase of $1.1 million in marketing program costs. The increase in employee compensation-related costs resulted from headcount and annual merit increases, as well as an increase in employer payroll tax expense related to the exercise and subsequent sale of nonqualified stock options.

We expect sales and marketing expenses to continue to grow in absolute dollars in the near term, primarily driven by employee-related expenses as we increase our headcount to support our sales and marketing efforts associated with our newer solutions and our continued expansion of our international sales capacity across all our solutions.

General and Administrative

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
General and administrative	$	7,146		$	4,633			54	%	$	13,554		$	8,350			62	%
Percentage of total revenues		9	%		9	%					10	%		9	%

General and administrative expenses for the three months ended July 31, 2014 increased $2.5 million from the prior year period, primarily due to an increase of $1.4 million in employee compensation-related costs, which includes an increase of $0.6 million in stock-based compensation, and an increase of $1.0 million in third-party professional services costs. The increase in employee compensation-related costs resulted from headcount and annual merit increases.

General and administrative expenses for the six months ended July 31, 2014 increased $5.2 million from the prior year period, primarily due to an increase of $3.1 million in employee compensation-related costs, which includes an increase of $1.3 million in stock-based compensation, and an increase of $1.8 million in third-party professional services costs. The increase in employee compensation-related costs resulted from headcount and annual merit increases, as well as an increase in employer payroll tax expense related to the exercise and subsequent sale of nonqualified stock options.

We expect general and administrative expenses to increase in absolute dollars in the near term, primarily due to higher headcount and additional expenses, such as professional services from third-party providers, including legal and accounting fees to address public company requirements and ongoing litigations, as described in “Legal Proceedings” in this report, and to provide increased administrative support to our foreign operations.

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Other Expense, Net

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Other expense, net	$	(101	)	$	(65	)		55	%	$	(131	)	$	(564	)		-77	%

Other expenses for the three months ended July 31, 2014 were primarily comprised of investment amortization of $0.5 million and foreign currency loss of $0.3 million, partially offset by $0.7 million in interest income. The higher interest income and investment amortization compared to the prior year period was primarily attributable to our higher cash and investment balances.

Other expenses for the six months ended July 31, 2014 were primarily comprised of investment amortization of $0.9 million and foreign currency loss of $0.5 million, partially offset by $1.3 million in interest income. The higher interest income and investment amortization compared to the prior year period was primarily attributable to our higher cash and investment balances.

Provision for Income Taxes

	Three Months Ended July 31,									Six Months Ended July 31,
	2014			2013			% Change			2014			2013			% Change
	(dollars in thousands)									(dollars in thousands)
Income before income taxes	$	16,684		$	9,773			71	%	$	29,211		$	17,447			67	%
Provision for income taxes		7,106			3,775			88			12,412			6,604			88
Effective tax rate		42.6	%		38.6	%					42.5	%		37.9	%

Provision for income taxes for the three months ended July 31, 2014 increased by $3.3 million from the prior year period, primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

Provision for income taxes for the six months ended July 31, 2014 increased by $5.8 million from the prior year period, primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

Our effective tax rate was 42.6% and 42.5% for the three and six months ended July 31, 2014, respectively, and 38.6% and 37.9% for the three and six months ended July 31, 2013, respectively.

Liquidity and Capital Resources

	Three Months Ended July 31,						Six Months Ended July 31,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Net cash provided by operating activities	$	16,608		$	7,238		$	34,738		$	20,261
Net cash used in investing activities		(78,992	)		(12,625	)		(210,763	)		(13,458	)
Net cash provided by (used in) financing activities		13,633			(359	)		53,691			(85	)
Effect of exchange rate changes on cash and cash equivalents		(21	)		—			(57	)		—
Net change in cash and cash equivalents	$	(48,772	)	$	(5,746	)	$	(122,391	)	$	6,718

As of July 31, 2014, our principal sources of liquidity for working capital purposes were cash, cash equivalents and short-term investments totaling $350.2 million, of which $12.6 million represented cash and cash equivalents held outside of the United States.

We have financed our operations primarily through cash generated from operations. We believe our existing cash, cash equivalents and short-term investments generated from operations will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the ongoing investments in data centers, the introduction of new and enhanced solutions and the continuing

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market acceptance of our solutions. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and/or technologies or other intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

On March 31, 2014, we closed our follow-on offering of 13,800,000 shares of Class A common stock (inclusive of 1,800,000 shares sold upon the full exercise of the over-allotment option granted to the underwriters), which included 1,390,000 shares sold by us and a total of 12,410,000 shares sold by certain selling stockholders. The public offering price of the shares sold in the offering was $26.35 per share. We did not receive any proceeds from the sales of shares by the selling stockholders. Our proceeds from the offering were approximately $35.3 million after deducting underwriting discounts and commissions, and before deducting total estimated offering expenses in connection with the offering of $0.8 million. As of July 31, 2014, we had received net cash proceeds of $34.5 million.

Cash Flows from Operating Activities

Our largest source of operating cash inflows is cash collections from our customers for subscription services. We also generate significant cash flows from our professional services arrangements. Our primary uses of cash from operating activities are for employee-related expenditures, fees to salesforce.com, taxes, third-party professional services costs, employee travel and leased facilities.

Net cash provided by operating activities was $16.6 million for the three months ended July 31, 2014. Our cash provided by operating activities during the three months ended July 31, 2014 primarily reflected our net income of $9.6 million, and adjustments for non-cash items including $3.4 million of stock-based compensation expense and $1.0 million of depreciation and amortization expense. Additional sources of cash were from changes in our working capital, which included a $10.4 million increase in deferred revenue resulting primarily from increased orders from new and existing customers. These sources of cash were partially offset by a $6.5 million decrease in accrued expenses, which reflects timing of payments primarily related to employee compensation-related accruals, a $1.2 million decrease in accounts payable, which reflects timing of trade accounts payable and a $0.7 million increase in accounts receivable in part related to the timing of billings and collections.

Net cash provided by operating activities was $34.7 million for the six months ended July 31, 2014. Our cash provided by operating activities during the six months ended July 31, 2014 primarily reflected our net income of $16.8 million, and adjustments for non-cash items including $6.7 million of stock-based compensation expense and $1.9 million of depreciation and amortization expense. Additional sources of cash were from changes in our working capital, which included a $17.9 million increase in deferred revenue resulting primarily from increased orders from new and existing customers. These sources of cash were partially offset by a $3.5 million increase in accounts receivable in part related to the timing of billings and collections and a $3.0 million increase in our income tax obligations related to the timing of tax payments.

Cash Flows from Investing Activities

The cash flows from investing activities primarily relate to cash used to purchase marketable securities, net of maturities. We also use cash to invest in capital assets to support our growth, including the purchase and build-out of our future headquarters in Pleasanton, California.

Net cash used in investing activities was $79.0 million for the three months ended July 31, 2014 resulting primarily from $54.0 million in net purchases of marketable securities and $25.0 million used to acquire property and equipment. The purchases of property and equipment consisted of our July 2014 land and building purchase for our future headquarters in Pleasanton, California that used cash of $24.0 million.

Net cash used in investing activities was $210.8 million for the six months ended July 31, 2014 resulting primarily from $185.3 million in net purchases of marketable securities and $25.3 million used to acquire property and equipment. The purchases of property and equipment consisted of our July 2014 land and building purchase for our future headquarters in Pleasanton, California that used cash of $24.0 million.

Cash Flows from Financing Activities

The cash flows from financing activities relate to proceeds from our follow-on offering of Class A common stock, stock option exercises and early stock option exercises.

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Net cash provided by (used in) financing activities was $13.6 million for the three months ended July 31, 2014 resulting primarily from the $6.7 million in excess tax benefits from employee exercise of options, $6.0 million in proceeds from our employee stock purchase plan, and $1.5 million in proceeds from stock option exercises.

Net cash provided by (used in) financing activities was $53.7 million for the six months ended July 31, 2014 resulting primarily from the net proceeds from our follow-on offering of $34.5 million, combined with $11.0 million in excess tax benefits from employee exercise of options, $6.0 million in proceeds from our employee stock purchase plan, and $2.2 million in proceeds from stock option exercises.

Commitments

Our principal commitments primarily consist of obligations for minimum payment commitments to salesforce.com and leases for office space. On March 3, 2014, we amended our agreement with salesforce.com. The agreement, as amended, requires that we meet minimum order commitments of $500 million over the term of the agreement, which ends on September 1, 2025, including “true-up” payments if the orders we place with salesforce.com have not equaled or exceeded the following aggregate amounts within the timeframes indicated: (i) $250 million for the period from March 1, 2014 to September 1, 2020 and (ii) the full amount of $500 million by September 1, 2025.

As of July 31, 2014, the future non-cancellable minimum payments under these commitments were as follows:

	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Purchase commitments	$	486,195	$	3,765	$	—	$	—	$	482,430
Operating lease obligations		7,406		1,501		4,166		1,602		137
Total	$	493,601	$	5,266	$	4,166	$	1,602	$	482,567

During the remainder of the fiscal year ending January 31, 2015, we anticipate leasing additional office space in various locations around the world to support our growth. In addition, our existing lease agreements often provide us with an option to renew. We expect our future operating lease obligations will increase as we expand our operations.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign currency exchange risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound Sterling, Japanese Yen and Chinese Yuan. Changes in exchange rates may negatively affect our revenues and other operating results as expressed in U.S. dollars.

We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. While we have not engaged in the hedging of our foreign currency transactions to date, we are currently evaluating the costs and benefits of initiating such a program and may, in the future, hedge selected significant transactions or net monetary exposure positions denominated in currencies other than the U.S. dollar.

Interest rate sensitivity

We had cash, cash equivalents and short-term investments totaling $350.2 million as of July 31, 2014. This amount was invested primarily in U.S. agency obligations, money market funds, corporate notes and bonds, U.S. treasury securities, commercial paper and asset-backed securities. The cash and cash equivalents are held for working capital purposes. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.

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Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our debt securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary. Our fixed-income portfolio is subject to interest rate risk.

We do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our operating results or financial condition. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our management’s evaluation, our principal executive officer and principal financial officer concluded that, as of July 31, 2014, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

On August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a lawsuit against us in the U.S. District Court for the Northern District of California, alleging that Veeva CRM Approved Email infringes U.S. Patent No. 7,634,556 held by Prolifiq. Prolifiq filed a First Amended Complaint on September 10, 2013, alleging that Veeva CRM Approved Email also infringes U.S. Patent Nos. 7,707,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq, in addition to U.S. Patent No. 7,634,556. The First Amended Complaint seeks unspecified monetary damages, attorneys’ fees, costs and injunctive relief against us. We answered the First Amended Complaint on October 1, 2013. Prolifiq filed a Second Amended Complaint on October 10, 2013, asserting the same five patents. We answered the Second Amended Complaint on October 24, 2013. On January 31, 2014, Prolifiq’s claims related to U.S. Patent Nos. 7,707,317, 7,966,374 and 8,171,077 were dismissed without prejudice pursuant to a stipulation of dismissal. On April 4, 2014, Prolifiq filed a Third Amended Complaint. In addition to its remaining claims of patent infringement, Prolifiq seeks to assert a cause of action for alleged trade secret misappropriation. We answered the Third Amended Complaint on June 10, 2014.  The court issued a claim construction order on August 6, 2014, which, in addition to construing the claims, also held that several claims of the patents that Prolifiq asserted in the case were invalid as indefinite. Discovery remains open and a trial date has been set for May 18, 2015. Separately, on August 6, 2014, we filed a proceeding in the U.S. Patent and Trademark Office challenging the patentability of U.S. Patent No. 7,634,556; this proceeding is referred to as an Inter Partes Review. On August 9 and 10, 2014, we filed additional Inter Partes Review proceedings against the remaining four patents asserted by Prolifiq in the First Amended Complaint. Based on the facts available at this time, the ultimate resolution of this matter and the associated financial impact, if any, remains uncertain. Even if the result of this litigation is adverse to us, the amount or range of possible losses to which we are exposed cannot be reasonably estimated at this time. While Veeva CRM Approved Email revenues have represented a very minor portion of our total revenues, intellectual property litigation is subject to inherent uncertainties, and there can be no assurance that the expenses associated with defending any litigation or the resolution of this dispute would not have a material adverse impact on our results of operations or cash flows.

From time to time, we may be involved in other legal proceedings and subject to claims incident to the ordinary course of business. Although the results of such legal proceedings and claims cannot be predicted with certainty, we believe we are not currently a party to any legal proceedings, other than as set forth above, the outcome of which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial position. Regardless of the outcome, such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

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Item 1A. Risk Factors.

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this report, including our condensed consolidated financial statements and related notes, before investing in our Class A common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have a limited operating history, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

We were incorporated in 2007 and introduced our first commercially available cloud-based solution, Veeva CRM, that same year. Our two other major solutions, Veeva Vault and Veeva Network, were introduced in 2011 and 2013, respectively. As a result of our limited operating history, our ability to forecast our future operating results, including revenues, cash flows and profitability, is limited and subject to a number of uncertainties. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in the technology industry, such as the risks and uncertainties described in this report. If our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer.

We expect the future growth rate of our revenues to decline, and as our costs increase, we may not be able to generate sufficient revenues to sustain the level of profitability we have achieved in the past or achieve profitability in the future.

In our fiscal years ended January 31, 2013 and 2014, our revenues grew by 111% and 62%, respectively, as compared to revenues from the prior fiscal year, and revenues for our fiscal quarter ended July 31, 2014 grew by approximately 53%, as compared to the same period a year ago. We expect the growth rate of our revenues to decline in future periods. At the same time, we expect our future expenses to increase as we continue to invest in our business. We expect to incur significant future expenditures related to:

— developing new solutions, enhancing our existing solutions and improving the technology infrastructure, scalability, availability, security and support for our solutions;

— expanding and deepening our relationships with our existing customer base, including expenditures related to increasing the adoption of our solutions by the research and development departments of life sciences companies;

— sales and marketing, including expansion of our direct sales organization and global marketing programs;

— expansion of our professional services organization;

— international expansion; and

— general operations, IT systems and administration, including legal and accounting expenses related to being a public company that we did not incur as a private company.

Our investments may not result in increased revenues now or in the future. If our efforts to increase revenues and manage our expenses are not successful, or if we incur costs, damages, fines, settlements or judgments as a result of other risks and uncertainties described in this report, our operating results and business would be harmed. As a result, we cannot assure you that we will increase or sustain our historical levels of profitability or that we will achieve profitability in the future.

Additionally, our professional services revenues fluctuate as a result of the achievement of milestones in our professional services arrangements, and the requirements, complexity and timing of our customers’ implementation projects. Our professional services revenues may not increase on a quarterly basis in the future.

In our fiscal year ended January 31, 2014, we derived approximately 95% of our subscription services revenues from our Veeva CRM solutions, and Veeva CRM has achieved substantial penetration within the U.S.-based sales teams of pharmaceutical and biotechnology companies. If our efforts to further increase the use and adoption of our Veeva CRM solutions do not succeed, the growth rate of our revenues may decline.

In our fiscal year ended January 31, 2014, we derived approximately 95% of our subscription services revenues from our Veeva CRM solutions, including Veeva CRM, Veeva CLM, Veeva iRep and Veeva CRM Approved Email, and we have realized substantial sales penetration with Veeva CRM among the U.S.-based sales teams of large pharmaceutical and biotechnology companies in particular. A critical factor for our continued growth is our ability to sell additional user subscriptions for Veeva CRM to our existing

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and new customers. Any factor adversely affecting sales of this solution, including penetration of the U.S. market, could adversely affect the growth rate of our revenues, operating results and business.

If our newer solutions, including Veeva Vault, Veeva Network and our newer commercial applications that complement Veeva CRM, are not successfully adopted by new and existing customers, the growth rate of our revenues and operating results will be adversely affected.

Our continued growth and profitability will depend on our ability to successfully develop and sell new solutions, including Veeva Vault, Veeva Network and our newer commercial applications that complement Veeva CRM. These solutions were recently introduced and although revenues related to Veeva Vault and Veeva Network exceeded 10% of our total revenues in the first two quarters of our fiscal year ending January 31, 2015, it is uncertain whether these solutions will continue growing and comprise a more significant portion of our total revenues. It may take us significant time and we may incur significant expense to effectively market and sell these solutions, or to develop other new solutions and make enhancements to our existing solutions. If Veeva Vault, Veeva Network, our newer commercial applications that complement Veeva CRM, or other solutions that we may develop and introduce in the future do not achieve market acceptance in a timely manner, the growth rate of our revenues and operating results will be adversely affected.

We have experienced rapid growth in recent periods, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

Since we were founded, we have experienced rapid growth and expansion of our operations. For instance, our employee headcount has increased from 437 as of January 31, 2013 to 725 employees as of January 31, 2014. As of July 31, 2014 our headcount was 815, and we plan on hiring additional employees in the future. Our rapid growth has placed, and will continue to place, a significant strain on our administrative and operational infrastructure, facilities and other resources. Our ability to manage our operations and growth will require us to continue to expand our research and development, sales and marketing, professional services and finance and administration teams, as well as our facilities and infrastructure. We will also be required to refine our operational, financial and management controls and reporting systems and procedures. Moreover, if we fail to efficiently manage this expansion, our costs and expenses may increase more than we plan and we may fail to expand our customer base, enhance our existing solutions, develop new solutions, satisfy the requirements of our existing customers, respond to competitive challenges or otherwise execute our business plan. If we are unable to manage our growth, our operating and financial results likely would be harmed.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions and we may incur significant liabilities.

Our solutions involve the storage and transmission of our customers’ proprietary information, including personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, sensitive proprietary data related to the regulatory submission process for new medical treatments, and other sensitive information. As a result, unauthorized access or security breaches as a result of third-party action, employee error, malfeasance or otherwise could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could adversely affect our ability to attract new customers, cause existing customers to elect to not renew their subscriptions, result in reputational damage or subject us to third-party lawsuits, regulatory fines or other action or liability, which could adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach. A security breach of another significant provider of cloud-based solutions may also negatively impact the demand for our solutions.

Our subscription agreements with our customers are generally for a term of one year. If our existing customers do not renew their subscriptions annually, or buy additional solutions and user subscriptions from us, or renew at lower fee levels, our business and operating results will suffer.

Our subscription agreements with our customers are generally for a term of one year. We expect to continue to derive a significant portion of our revenues from renewal of existing subscription agreements. As a result, maintaining the renewal rate of our subscriptions and selling additional solutions and user subscriptions is critical to our future operating results. Factors that may affect the renewal rate for our solutions and our ability to sell additional solutions and user subscriptions include:

— the price, performance and functionality of our solutions;

— the availability, price, performance and functionality of competing solutions and services;

— the effectiveness of our professional services;

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— our ability to develop complementary solutions, applications and services;

— the stability, performance and security of our hosting infrastructure and hosting services; and

— the business environment of our customers and, in particular, headcount reductions by our customers.

We enter into master subscription agreements with our customers. Orders typically have a one-year term and automatically renew unless notice of cancellation is provided in advance. Our customers have no obligation to renew their subscriptions for our solutions after their orders expire. In addition, our customers may negotiate terms less advantageous to us upon renewal, which may reduce our revenues from these customers. Factors that are not within our control may contribute to a reduction in our subscription services revenues. For instance, our customers may reduce their number of sales representatives, which would result in a corresponding reduction in the number of user subscriptions needed for some of our solutions and thus a lower aggregate renewal fee. Our future operating results also depend, in part, on our ability to sell new solutions, applications and professional services to our existing customers. If our customers fail to renew their agreements, renew their agreements upon less favorable terms or at lower fee levels, or fail to purchase new solutions, applications and professional services from us, our revenues may decline or our future revenues may be constrained.

The loss of one or more of our key customers, or a failure to renew our subscription agreements with one or more of our key customers, could slow the growth rate of our revenues or cause our revenues to decline.

In our fiscal years ended January 31, 2012, 2013 and 2014, our top 10 customers accounted for 61%, 54% and 56% of our total revenues, respectively. We rely on our reputation and recommendations from key customers in order to promote our solutions to potential customers. The loss of any of our key customers, or a failure of one or more of them to renew or expand user subscriptions, could have a significant impact on the growth rate of our revenues, reputation and our ability to obtain new customers. In addition, acquisitions of our customers could lead to cancellation or non-renewal of our agreements with those customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.

Our agreement with salesforce.com imposes significant financial commitments on us which we may not be able to meet and which could negatively impact our financial results in the future.

Key and substantial portions of our Veeva CRM solution, and the commercial applications that complement our Veeva CRM solution, are developed on and/or utilize the Salesforce Platform of salesforce.com, inc. Under our agreement, salesforce.com provides the hosting infrastructure and data center for portions of the Veeva CRM solution, as well as the system administration, configuration, reporting and other platform level functionality. In exchange, we pay salesforce.com a fee. Our agreement with salesforce.com requires that we meet minimum order commitments of $500 million over the term of the agreement, which ends on September 1, 2025, including “true-up” payments if the orders we place with salesforce.com have not equaled or exceeded the following aggregate amounts within the timeframes indicated: (i) $250 million from March 1, 2014 to September 1, 2020 and (ii) the full amount of $500 million by September 1, 2025. If we are not able to meet the minimum order commitments, the required true-up payments will negatively impact our margins, cash flows, cash balance and financial condition, and our stock price may decline.

All of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry, including mergers within the life sciences industry, could also adversely affect us.

All of our sales are to customers in the life sciences industry, in particular the pharmaceutical and biotechnology industries. Demand for our solutions could be affected by factors that adversely affect the life sciences industry. The life sciences industry is highly regulated and competitive, has been adversely affected by the recent economic downturn and has experienced periods of considerable consolidation. Changes in regulations could require us to expend significant resources in order to ensure that our solutions continue to meet the needs our customers. In addition, competition, consolidation, expiration of key patents and other general economic and industry specific factors could lead to a significant reduction in pharmaceutical sales representatives and other personnel that use our solutions. Recently, for example, mergers of large life sciences companies have been discussed which, if consummated, have the potential to reduce demand for one or more of our solutions as a result of potential personnel reductions over time. For these reasons and others, selling to life sciences companies can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully complete a sale. Accordingly, our operating results and our ability to efficiently provide our solutions to life sciences companies and to grow or maintain our customer base could be adversely affected as a result of factors that affect the life sciences industry generally.

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Our quarterly results may fluctuate significantly, which could prevent us from meeting investor expectations, or our own guidance, and which would adversely impact the value of our Class A common stock.

Our quarterly results of operations, including our revenues, gross margin, profitability and cash flows, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, our quarterly results should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. Fluctuation in quarterly results may adversely impact the value of our Class A common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed elsewhere in this “Risk Factors” section and those listed below:

— the addition or loss of large customers, including through acquisitions or consolidations of such customers;

— the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

— network outages or security breaches;

— conditions within the life sciences industry;

— general economic, industry and market conditions;

— our ability to attract new customers;

— amount of professional services purchased by our customers;

— customer renewal rates and the timing and terms of customer renewals;

— increases or decreases in the number of users of our solutions or pricing changes;

— changes in our pricing policies or those of our competitors;

— the mix of solutions and services sold during a period;

— variations in the timing of the sales of our solutions;

— the timing and success of introductions of new solutions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners; and

— the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.

The markets for our solutions are highly competitive. Our Veeva CRM solutions compete with offerings from large global enterprise software vendors, such as Oracle Corporation, and also compete with life sciences-specific customer relationship management providers, such as Cegedim SA and IMS Health Holding, Inc. We also compete with a number of vendors of cloud-based and on-premise customer relationship management applications that address only a portion of one of our customer relationship management solutions. Our Veeva Vault regulated content management and collaboration solutions compete with offerings from large global content management platform vendors such as EMC Corporation, Microsoft Corporation and OpenText Corporation. We also compete with professional services companies that provide solutions on these platforms, such as Computer Sciences Corporation, and with other life sciences specific providers. In the future, providers of horizontal cloud-based storage products may seek to compete with our regulated content management and collaboration solutions. Our Veeva Network customer master solution competes with master data software offerings from vendors such as Informatica Corporation, and data providers such as Cegedim SA, IMS Health Holding, Inc. and many other data providers. We may also face competition from custom-built software developed by third-party vendors or developed in-house by our potential customers, or from applications built by our customers or by third parties on behalf of our customers using commercially available software platforms that are provided by third parties. We may also face competition from companies that provide cloud-based solutions in different target or horizontal markets that may develop applications or work with companies that operate in our target markets. With the introduction of new technologies and market entrants, we expect competition to intensify in the future.

In some cases, our competitors are well-established providers of competitive solutions, which have long-standing relationships with many of our current and potential customers, including large pharmaceutical and emerging biopharmaceutical companies. Oracle, EMC and IMS, for example, each have larger and greater name recognition, a much longer operating history, larger marketing budgets and significantly greater resources than we do.

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Many of our competitors may be able to devote greater resources to the development, promotion and sale of their products and services than us. Such competitors may be able to initiate or withstand substantial price competition, and may offer solutions competitive to certain of our solutions on a standalone basis at a lower price or bundled as part of a larger product sale. In addition, many of our competitors have established marketing relationships, access to larger customer bases, and distribution agreements with consultants, system integrators and resellers that we do not have. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. In addition, in order to take advantage of customer demand for cloud-based solutions, such competitors may expand their cloud-based solutions through acquisitions and organic development, or may seek to partner with other leading cloud providers. For instance, in June 2014, IMS announced its intention to acquire the information solutions and CRM businesses of Cegedim. The competitive impact of this potential acquisition is uncertain and may negatively impact our business.

If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than ours, if their products or services are more technologically capable than ours, or if customers replace our solutions with custom-built software, then our revenues could be adversely affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.

We may not effectively scale and adapt our existing technology to meet the performance and other requirements of our global customers, which could adversely affect our business and operating results.

Our future growth depends upon our ability to continue to meet the expanding needs of our global customers as their use of our solutions grows. As these customers gain more experience with our solutions, the number of users of our solutions, the amount of data transferred, processed and stored by us, the number of locations where our solutions are being accessed and the number of processes and systems managed by our solutions on behalf of these customers have in some cases, and may in the future, expand rapidly. As a result, we intend to continue to make significant investments to develop and implement new technologies in our solutions and cloud infrastructure operations. These technologies, which include databases, applications and server optimizations, network and hosting strategies and automation, are often advanced, complex, new and untested. To the extent that we do not effectively scale our solutions and operations to maintain performance as our customers expand their use of our solutions, our business and operating results could be adversely affected.

If the market for cloud-based solutions develops more slowly than we expect or declines, our revenues could decrease and our business could be adversely affected.

The market for cloud-based solutions is not as mature as the market for on-premise enterprise software in the life sciences industry, and it is uncertain whether cloud-based solutions will achieve and sustain high levels of customer demand and market acceptance in the life sciences industry. Our success will depend to a substantial extent on the widespread adoption of cloud-based solutions in the life sciences industry, and of Veeva CRM and the commercial applications that complement Veeva CRM, Veeva Vault and Veeva Network in particular. Many enterprises, and in particular in the life sciences industry, have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses, and therefore may be reluctant or unwilling to migrate to cloud-based solutions. It is difficult to predict customer adoption rates and demand for our solutions, the future growth rate and size of the cloud computing market or the entry of competitive solutions. The expansion of cloud-based solutions, particularly in the life sciences industry, depends on a number of factors, including the cost, performance and perceived value associated with cloud-based solutions, as well as the ability of providers of cloud-based solutions to address security, privacy and unique regulatory requirements or concerns. If we or other cloud-based solution providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for cloud-based solutions in the life sciences industry, including our solutions, may be adversely affected. If cloud-based solutions do not achieve widespread adoption in the life sciences industry, or there is a reduction in demand for cloud-based solutions caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, our revenues could decrease and our business could be adversely affected.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

Our sales process entails planning discussions with prospective customers, analyzing their existing solutions and identifying how these potential customers can use and benefit from our solutions. The sales cycle for a new customer, from the time of prospect qualification to the completion of the first sale, may span over twelve months. In particular, we have limited history selling to the research and development departments of life sciences companies, yet many of our newer solutions, including certain Veeva Vault solutions, were developed to target the research and development function. As a result, our sales cycle for these solutions may be lengthy and difficult to predict. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts

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will result in the sale of our solutions. In addition, our sales cycle can vary substantially from customer to customer because of various factors, including the discretionary nature of potential customers’ purchasing and budget decisions, the announcement or planned introduction of new solutions by us or our competitors and the purchasing approval processes of potential customers. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

The software industry changes rapidly as a result of technological and product developments, which may render our solutions less desirable. If we are unable or unsuccessful in enhancing our solutions in response to technological developments, our revenues and operating results could be adversely affected.

The software industry is subject to rapid technological change. The introduction of new technologies in the software industry, including mobile technologies, will continue to have a significant effect on competitive conditions in the life sciences industry. We may not be able to develop and introduce new solutions and enhancements to our existing solutions that respond to technological changes on a timely basis. If we are unable to develop and sell new solutions that provide utility to our customers and provide enhancements and new features for our existing solutions that keep pace with rapid technological and regulatory change, our revenues and operating results could be adversely affected.

Defects or disruptions in our solutions could result in diminishing demand for our solutions, a reduction in our revenues and subject us to substantial liability.

We generally release updates to our solutions three times per year. These updates may contain undetected errors when first introduced or released. We have from time to time found defects in our solutions, and new errors in our existing solutions may be detected in the future. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, our customers may delay or withhold payment to us, cancel their agreements with us, elect not to renew, make service credit claims, warranty claims or other claims against us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our solutions, a reduction of our revenues, an increase in our bad debt expense, an increase in collection cycles for accounts receivable, require us to increase our warranty provisions, or incur the expense of litigation or substantial liability.

Because key and substantial portions of our Veeva CRM solutions are built on salesforce.com’s Salesforce Platform, we are dependent upon our agreement with salesforce.com to provide our Veeva CRM solutions to our customers.

Key and substantial portions of our Veeva CRM solution and the commercial applications that complement our Veeva CRM solution are developed on or utilize the Salesforce Platform of salesforce.com, inc., and we rely on our agreement with salesforce.com to continue to use the Salesforce Platform as combined with the proprietary aspects of our Veeva CRM solutions.

Our agreement with salesforce.com expires on September 1, 2025. However, salesforce.com has the right to terminate the agreement in certain circumstances, including in the event of a material breach of the agreement by us, or that salesforce.com is subjected to third-party intellectual property infringement claims based on our solutions (except to the extent based on the Salesforce Platform) or our trademarks and we do not remedy such infringement in accordance with the agreement. Also, if we are acquired by specified companies, salesforce.com may terminate the agreement upon notice of not less than 12 months. If salesforce.com terminates our agreement under these circumstances, our customers will be unable to access our Veeva CRM solutions. A termination of the agreement would cause us to incur significant time and expense to acquire rights to, or develop, a replacement customer relationship management platform and we may not be successful in these efforts. Even if we were to successfully acquire or develop a replacement customer relationship management platform, some customers may decide not to adopt the replacement platform and may decide to use a different customer relationship management solution. If we were unsuccessful in acquiring or developing a replacement customer relationship management platform or acquired or developed a replacement customer relationship management platform that our customers do not adopt, our business, operating results and brand may be adversely affected.

Also, if either party elects not to renew the agreement at the end of its September 1, 2025 term or if the agreement is terminated by us as a result of salesforce.com’s breach, the agreement provides for a five-year wind-down period in which we would be able to continue providing the Salesforce Platform as combined with the proprietary aspects of our solutions to our existing customers but would be limited with respect to the number of additional subscriptions we could sell to our existing customers. After the wind-down period, we would no longer be able to use the Salesforce Platform.

Our agreement with salesforce.com provides that we can use the Salesforce Platform as combined with our proprietary Veeva CRM application to sell sales automation solutions only to drug makers in the pharmaceutical and biotechnology industries, which does not include the medical devices industry or products for non-drug departments of pharmaceutical and biotechnology companies. Sales of the Salesforce Platform in combination with our Veeva CRM application to additional industries would require the review

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and approval of salesforce.com. Our inability to freely sell our Veeva CRM solution outside of drug makers in the pharmaceutical and biotechnology industries may adversely impact our growth.

While our agreement with salesforce.com, subject to certain exceptions, provides that salesforce.com will not position, develop, promote, invest in or acquire applications directly competitive to the Veeva CRM solution for sales automation that directly target drug makers in the pharmaceutical and biotechnology industry, or the pharma/biotech industry, our remedy for a breach of this commitment by salesforce.com would be to terminate the agreement, or continue the agreement but be released from our minimum order commitments from the date of salesforce.com’s breach forward. While our agreement with salesforce.com also restricts salesforce.com from competing with us with respect to sales opportunities for sales automation solutions for the pharma/biotech industry unless such competition has been pre-approved by salesforce.com’s senior management based on certain criteria specified in the agreement, and imposes certain limits on salesforce.com from entering into arrangements similar to ours with other parties with respect to sales automation applications for the pharma/biotech industry, it does not restrict a salesforce.com customer’s ability (or the ability of salesforce.com on behalf of a specific salesforce.com customer) to customize or configure the Salesforce Platform. Some current or potential customers of ours may choose to build custom solutions using the Salesforce Platform rather than buying our solutions.

We depend on data centers operated by third parties for Veeva CRM, Veeva Vault and Veeva Network, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.

Veeva CRM is primarily hosted by salesforce.com from data centers located in California, Virginia and Japan. Veeva Vault, Veeva Network, and certain portions of Veeva CRM and the commercial applications that complement Veeva CRM, are hosted by third parties other than salesforce.com from data centers located in California, Virginia and Japan. We do not control the operation of the data centers hosted by salesforce.com for Veeva CRM. While we control and have access to our servers and all of the components of our network that are located in our external data centers for Veeva Vault, Veeva Network and certain portions of Veeva CRM, we do not control the operation of these facilities. The owners of our non-salesforce.com data centers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

Problems faced by our third-party data center locations, including those operated by salesforce.com, could adversely affect the experience of our customers. The operators of the data centers could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by the operators of the data centers or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service levels at our data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data centers or any disruptions or other performance problems with our solutions could adversely affect our reputation and may damage our customers’ stored files or result in lengthy interruptions in our services or potential losses of customer data. Interruptions in our services might reduce our revenues, cause us to issue refunds to customers for prepaid and unused subscriptions, subject us to potential liability or adversely affect our renewal rates.

If we fail to effectively manage our technical operations infrastructure, our existing customers may experience service outages and our new customers may experience delays in the deployment of our solutions.

We have experienced significant growth in the number of users, transactions and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our solutions. However, the provision of new hosting infrastructure requires adequate lead-time. We have experienced, and may in the future experience, website disruptions, outages and other performance problems. These types of problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage, problems associated with our third-party data center and network providers and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It is also possible that such problems could result in losses of customer data. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays in the deployment of our solutions as we seek to obtain additional capacity, which could adversely affect our reputation and adversely affect our revenues.

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Privacy laws and regulations are burdensome, may reduce demand for our solutions, and failure to comply may impose significant liabilities.

Our customers can use our solutions to collect, use, process and store personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, and, potentially, personal health information. Federal, state and foreign government bodies and agencies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, processing, storage and disclosure of personal information obtained from consumers and individuals. In the United States, for instance, the U.S. Department of Health and Human Services promulgated patient privacy rules under the Health Insurance Portability and Accountability Act of 1996, that protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend and seek accounting of their own health information and limiting most use and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. Foreign data privacy regulations, such as the EU’s Data Protection Directive (Directive 95/46/EC), and the country-specific regulations that implement Directive 95/46/EC, also govern the processing of personally identifiable data, and may be stricter than U.S. laws. Our solutions are expected to be capable of use by our customers in compliance with such laws and regulations. The functional and operational requirements and costs of compliance with such laws and regulations may adversely impact our business, and failure to enable our solutions to comply with such laws and regulations could lead to significant fines and penalties imposed by regulators, as well as claims by our customers or third parties. Additionally, all of these domestic and international legislative and regulatory initiatives could adversely affect our customers’ ability or desire to collect, use, process and store personal or health-related information using our solutions, which could reduce demand for our solutions.

Our solutions address heavily regulated functions within the life sciences industry, and failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses.

Our customers use our solutions for business activities that are subject to a complex regime of global laws and regulations, including 21 CFR Part 11 (the U.S. Food and Drug Administration’s requirements for maintenance of electronic records), EU Annex 11 (the EU requirements for maintenance of electronic records), 21 CFR Part 203 (requirements regarding drug sample tracking as required by the Prescription Drug Marketing Act) and other laws and regulations. Our solutions are expected to be capable of use by our customers in compliance with such laws and regulations. Our efforts to provide solutions that comply with such laws and regulations are time-consuming and costly, and include third-party validation procedures that may delay the release of new versions of our solutions. As these laws and regulations change over time, we may find it difficult to adjust our solutions to comply with such changes. If we are not able to provide solutions that can be used in compliance with applicable laws and regulations, customers may be unwilling to use our solutions and any such non-compliance could result in the termination of our customer agreements or claims arising from such agreements with our customers.

Additionally, any failure of our customers to comply with laws and regulations applicable to the functions for which our solutions are used could result in fines, penalties or claims for substantial damages against our customers that may harm our business or reputation. If such failure were allegedly caused by our solutions or services, our customers may make a claim for damages against us, regardless of our responsibility for the failure. We may be subject to lawsuits that, even if unsuccessful, could divert our resources and our management’s attention and adversely affect our business, and our insurance coverage may not be sufficient to cover such claims against us.

Because we recognize subscription services revenues over the term of the agreements for our subscriptions, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance.

We generally recognize revenues ratably over the terms of orders under our subscription agreements, which are typically one year. As a result, a substantial majority of our quarterly subscription services revenues are generated from subscription agreements entered into during prior periods. Consequently, a decline in new subscriptions in any quarter may not affect our results of operations in that quarter, but could reduce our revenues in future quarters. Additionally, the timing of renewals or non-renewals of a subscription agreement during any quarter may only affect our financial performance in future quarters. For example, the non-renewal of a subscription agreement late in a quarter will have minimal impact on revenues for that quarter but will reduce our revenues in future quarters. Accordingly, the effect of significant declines in sales and customer acceptance of our solutions may not be reflected in our short-term results of operations, which would make these reported results less indicative of our future financial results. By contrast, a non-renewal occurring early in a quarter may have a significant negative impact on revenues for that quarter and we may not be able to offset a decline in revenues due to non-renewal with revenues from new subscription agreements entered into in the same quarter. In addition, we may be unable to adjust our costs in response to reduced revenues.

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Because we often bill customers on a quarterly basis and accept orders of relatively short duration, deferred revenue and change in deferred revenue may not be an accurate indicator of our future financial results.

Our subscription orders are generally billed beginning at the subscription commencement date in annual or quarterly increments. Many of our customers, including many of our large customers, are billed on a quarterly basis and therefore a substantial portion of the value of contracts billed on a quarterly basis will not be reflected in our deferred revenue at the end of any given quarter. Also, because the terms of orders for additional users or solutions are typically co-terminus with the related subscription agreements, the terms of these agreements for additional users or solutions can be for relatively short periods of time and less than one year and payment terms may also be quarterly. Therefore, the annualized value of such orders that we enter into with our customers will not be completely reflected in deferred revenue at any single point in time. Accordingly, we do not believe that change in deferred revenue is an accurate indicator of future revenues for any given period of time. However, many companies that provide cloud-based software do not have business models similar to ours, bill their customer agreements differently, have different agreement and renewal terms and experience different levels of seasonality, and, therefore, they report changes in deferred revenue as a key operating or financial metric. Accordingly, although we do not believe that changes in our deferred revenue should be viewed as key operating or financial metrics by investors, it is possible that analysts or investors may view this metric as important to them and any changes in our deferred revenue balances in different periods could adversely affect the market price of our Class A common stock.

Consolidation among our customers could cause us to lose customers, decrease the available market for our solutions and adversely affect our business.

Consolidation in the life sciences industry has accelerated in recent years, and this trend could continue. We may lose customers due to industry consolidation, and we may not be able to expand sales of our solutions and services to new customers to replace lost customers. In addition, new companies or organizations that result from such consolidation may decide that our solutions are no longer needed because of their own internal processes or the use of alternative solutions. As these entities consolidate, competition to provide solutions and services to industry participants will become more intense and the importance of establishing relationships with large industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for our solutions. Also, if consolidation of larger current customers occurs, the combined company may represent a larger percentage of business for us and, as a result, we are likely to rely more significantly on the combined company’s revenues to continue to achieve growth. Industry consolidation or consolidation among current customers or potential customers could adversely affect our business.

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.

In our fiscal year ended January 31, 2014, sales to customers outside North America accounted for approximately 41% of our total revenues. A key element of our growth strategy is to further expand our international operations and worldwide customer base. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. We have limited operating experience in some international markets, and we cannot assure you that our expansion efforts into other international markets will be successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other emerging markets. Our international expansion efforts may not be successful in creating further demand for our solutions outside of the United States or in effectively selling our solutions in the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:

— the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses and ensuring that our solutions enable our customers to comply with local life sciences industry laws and regulations;

— data privacy laws which require that customer data be stored and processed in a designated territory;

— difficulties in staffing and managing foreign operations, including employee laws and regulations;

— different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

— new and different sources of competition;

— weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

— laws and business practices favoring local competitors;

— compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection, and anti-bribery laws and regulations;

— increased financial accounting and reporting burdens and complexities;

— restrictions on the transfer of funds;

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— adverse tax consequences, including the potential for required withholding taxes; and

— unstable regional and economic political conditions.

Our international agreements often provide for payment denominated in local currencies, and the majority of our local costs are denominated in local currencies. An increasing portion of our international agreements provided for payment denominated in local currencies for our fiscal year ended January 31, 2014 as compared to our fiscal year ended January 31, 2013, and we anticipate that, over time, an increasing portion of our international agreements may provide for payment denominated in local currencies. As we continue to expand our operations in countries outside the United States, an increasing proportion of our expenditures in the future may be denominated in foreign currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.

If we lose the services of our founder and Chief Executive Officer or other members of our senior management team, we may not be able to execute our business strategy.

Our success depends in a large part upon the continued service of our senior management team. In particular, our founder and Chief Executive Officer, Peter P. Gassner, is critical to our vision, strategic direction, culture, products and technology. We do not maintain key-man insurance for Mr. Gassner or any other member of our senior management team. We do not have employment agreements with members of our senior management team or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. The loss of our founder and Chief Executive Officer or one or more other members of our senior management team could have an adverse effect on our business.

An inability to attract and retain highly skilled employees could adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for engineers with high levels of experience in designing and developing software and internet-related services and senior sales executives. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.

Our business could be adversely affected if our customers are not satisfied with the professional services provided by us or our partners.

Our business depends on our ability to satisfy our customers, both with respect to our solutions and the professional services that are performed in connection with the implementation of our solutions. Professional services may be performed by us, by a third party, or by a combination of the two. If a customer is not satisfied with the quality of work performed by us or a third party or with the solutions delivered or professional services rendered, then we could incur additional costs to address the situation, we may be required to issue credits or refunds for pre-paid amounts related to unused services, the profitability of that work might be impaired and the customer’s dissatisfaction with our services could damage our ability to expand the number of solutions subscribed to by that customer. Moreover, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

We typically provide service level commitments under our customer agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for pre-paid amounts related to unused subscription services or our customers may terminate their contracts, which could adversely affect our revenues.

Our customer agreements typically provide service level commitments on a quarterly basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our solutions, we may be contractually obligated to provide these customers with service credits or our customers may terminate their agreements. Our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could adversely affect our reputation, revenues and operating results.

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Any failure to offer high-quality technical support services could adversely affect our relationships with our customers and our operating results.

Once our solutions are deployed, our customers depend on our support organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support services. Increased customer demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the reputation of our solutions and business and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers and our business and operating results.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We have in the past acquired and may in the future seek to acquire or invest in businesses, solutions or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to successfully integrate the acquired personnel, operations and technologies, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

— inability to integrate or benefit from acquired technologies or services in a profitable manner;

— unanticipated costs or liabilities associated with the acquisition;

— incurrence of acquisition-related costs;

— difficulty integrating the accounting systems, operations and personnel of the acquired business;

— difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

— difficulty converting the customers of the acquired business onto our solutions and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;

— diversion of management’s attention from other business concerns;

— adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;

— the potential loss of key employees;

— use of resources that are needed in other parts of our business; and

— use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

Adverse economic conditions, particularly with respect to the life sciences industry, could adversely impact our business.

Our business depends on the overall demand for enterprise software, cloud computing technologies and on the economic health of our existing and prospective customers. In addition, the purchase of our solutions is often discretionary and may involve a significant commitment of capital and other resources. The financial weakness in recent years resulted in a significant deterioration of the economy in the United States and Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity and other difficulties that may affect the life sciences industry. In addition, the economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector and uncertainty over the future of the Eurozone. We have existing and prospective customers in Europe. If economic conditions in Europe and other

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key markets for our solutions continue to remain uncertain or deteriorate further, particularly with respect to the life sciences industry, many of our customers may delay or reduce their IT spending. This could result in reductions in sales of our solutions, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and increased price competition. In addition, there has been pressure to reduce government spending in the United States, and the possibility of fiscal and budgetary uncertainty in the United States continues into 2014. Any of these events could have an adverse effect on our business, operating results and financial position. In addition, there can be no assurance that enterprise software spending levels will increase following any recovery.

Catastrophic events could disrupt our business and adversely affect our operating results.

Our corporate headquarters are located in Pleasanton, California and our third-party hosted data centers are located in California, Virginia and Japan. The west coast of the United States and Japan each contains active earthquake zones. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational support, hosted services and sales activities. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our solution development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our future operating results.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We currently have no issued patents. Instead, we currently rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Negative publicity related to a decision by us to initiate such enforcement actions against a customer or former customer, regardless of its accuracy, may adversely impact our other customer relationships or prospective customer relationships, harm our brand and business and could cause the market price of our Class A common stock to decline. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and our business.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our solutions. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. For example, on August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a lawsuit against us in the U.S. District Court for the Northern District of California, alleging that Veeva CRM Approved Email infringes U.S. Patent No. 7,634,556 held by Prolifiq. Prolifiq filed a First Amended Complaint on September 10, 2013, alleging that Veeva CRM Approved Email also infringes U.S. Patent Nos. 7,707,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq, in addition to U.S. Patent No. 7,634,556. The First Amended Complaint seeks unspecified monetary damages, attorneys’ fees, costs and injunctive relief against us. We answered the First Amended Complaint on October 1, 2013. Prolifiq filed a Second Amended Complaint on October 10, 2013, asserting the same five patents. We answered the Second Amended Complaint on October 24, 2013. On January 31, 2014, Prolifiq’s claims related to U.S. Patent Nos. 7,707,317, 7,966,374 and 8,171,077 were dismissed without prejudice pursuant to a stipulation of dismissal. On April 4, 2014, Prolifiq filed a Third Amended Complaint. In addition to its remaining claims of patent infringement, Prolifiq seeks to assert a cause of action for alleged trade secret misappropriation. We answered the Third Amended Complaint on June 10, 2014.  The court issued a claim construction order on August 6, 2014, which, in addition to construing the claims, also held that several claims of the patents that Prolifiq asserted in the case were invalid as indefinite. Discovery remains open and a trial date has been set for May 18, 2015. Separately, on August 6, 2014, we filed a proceeding in the U.S. Patent and Trademark Office challenging the patentability of U.S. Patent No. 7,634,556; this proceeding is referred to as an Inter Partes Review. On August 9 and 10, 2014, we filed additional Inter Partes Review proceedings against the remaining four patents asserted by Prolifiq in the First Amended Complaint. We intend to vigorously defend this lawsuit but we cannot be certain of the outcome. In the future, others may claim that our solutions and underlying technology infringe or violate their intellectual property rights. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers

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or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

If we fail to develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our solutions, attracting new customers, and generating and maintaining profitability. Brand promotion activities may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our solutions.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

Our solutions include software covered by open source licenses. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business.

Our estimate of the market size for our solutions we have provided publicly may prove to be inaccurate, and even if the market size is accurate, we cannot assure you our business will serve a significant portion of the market.

Our estimate of the market size for our solutions we have provided publicly, sometimes referred to as total addressable market or TAM, is subject to significant uncertainty and is based on assumptions and estimates, including our internal analysis and industry experience, which may not prove to be accurate. These estimates are, in part, based upon the size of the general application areas in which our solutions are targeted. Our ability to serve a significant portion of this estimated market is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. For example, in order to address the entire TAM we have identified, we must continue to enhance and add functionality to our existing solutions and introduce new solutions. Accordingly, even if our estimate of the market size is accurate, we cannot assure you that our business will serve a significant portion of this estimated market for our solutions.

We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an emerging growth company. For as long as we continue to be an emerging growth company, we also intend to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile. We will remain an emerging growth company until January 31, 2015.

If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be adversely affected.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) requires that we evaluate

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and determine the effectiveness of our internal controls over financial reporting and, beginning with our second annual report on Form 10-K following our initial public offering, which will be for our fiscal year ending January 31, 2015 (our “Fiscal 2015 Form 10-K”), provide a management report on internal controls over financial reporting. The Sarbanes-Oxley Act also requires that our management report on internal controls over financial reporting be attested to by our independent registered public accounting firm beginning with our Fiscal 2015 Form 10-K.

If we have a material weakness in our internal controls over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We are in the process of designing and implementing the internal controls over financial reporting required to comply with this obligation, which process will be time consuming, costly and complicated. If we identify material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission (SEC), or other regulatory authorities, which could require additional financial and management resources.

We have incurred and will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and has made some activities more time consuming and costly. Our management and other personnel have little experience managing a public company and preparing public filings. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our management and other personnel may need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we are incurring and expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, with which we will be expected to comply beginning with our fiscal year ending January 31, 2015. Although we have hired additional employees to comply with these requirements, we may need to hire more accounting, legal and financial staff in the future with appropriate public company experience and technical accounting knowledge to meet these requirements. We cannot accurately predict or estimate the amount or timing of additional costs we may incur as a result of becoming a public company. Further, if our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Additional compensation costs and any future equity awards will increase our compensation expenses, which would increase our general and administrative expense and could adversely affect our profitability. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance on reasonable terms. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

Our international operations subject us to potentially adverse tax consequences.

We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. These jurisdictions include Australia, Brazil, Canada, China, France, Germany, Hungary, Israel, Italy, Japan, Singapore, Spain, Switzerland, Thailand and the U.K. The international nature and organization of our business activities are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.

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Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable or that we are not required to collect such taxes with respect to the jurisdiction. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our results of operations.

Unanticipated changes in our effective tax rate could harm our future results.

We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses as a result of acquisitions, the valuation of deferred tax assets and liabilities and changes in federal, state or international tax laws and accounting principles. In addition, because substantially all of our intellectual property resides in the United States and is licensed through our parent U.S. entity, our effective tax rate may be higher than other companies that maintain and license intellectual property from outside the United States. Increases in our effective tax rate would reduce our profitability or in some cases increase our losses.

In addition, we may be subject to income tax audits by many tax jurisdictions throughout the world. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.

Risks Related Ownership of Our Class A Common Stock

Our Class A common stock price has been and will likely continue to be volatile.

The trading price of our Class A common stock has been and will likely continue to be volatile for the foreseeable future. Since shares of our Class A common stock were sold in our initial public offering in October 2013 at a price of $20.00 per share, our stock price has ranged from $17.11 to $49.00 through August 29, 2014. In addition, the trading prices of the securities of technology companies in general have been highly volatile. Accordingly, the market price of our Class A common stock is likely to be subject to wide fluctuations in response to numerous factors, many of which are beyond our control, such as those in this “Risk Factors” section and others including:

— fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to revenues ratio or price to earnings ratio;

— overall performance of the equity markets;

— variations in our operating results, including revenues, earnings per share, cash flows from operating activities and other financial metrics and non-financial metrics, and how those results compare to analyst expectations, including whether those results fail to meet, exceed or significantly exceed analyst expectations;

— forward-looking statements related to our projections of future operating results, including the guidance we give in our regular earnings releases, changes in our projections of our future operating results or our failure to meet, exceed or significantly exceed these projections;

— the net increases in the number of customers, either independently or as compared with published expectations of industry, financial or other analysts that cover us;

— changes in our other financial, operational or other metrics, regardless of whether we regard those as metrics that reflect the current state of or longer-term prospects of our business;

— changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our Class A common stock;

— announcements of technological innovations, new solutions or enhancements to services, strategic alliances or significant agreements by us or by our competitors;

— announcements by us or by our competitors of mergers or other strategic acquisitions or rumors of such transactions involving us or our competitors;

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— announcements of customer additions and customer cancellations or delays in customer purchases;

— recruitment or departure of key personnel;

— disruptions in our solutions due to computer hardware, software or network problems, security breaches or other man-made or natural disasters;

— the economy as a whole, market conditions in our industry and the industries of our customers;

— trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding Class A common stock;

— the operating performance and market value of other similar companies;

— changes in legislation relating to our existing or future solutions;

— litigation or other claims against us;

— the size of our market float; and

— any other factors discussed herein.

In addition, if the market for technology stocks or the stock market in general experiences uneven investor confidence, the market price of our Class A common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price of our Class A common stock might also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of our management’s attention and resources.

The dual class structure of our common stock has the effect of concentrating voting control with our executive officers (including our Chief Executive Officer) and directors and their affiliates; this will limit or preclude the ability of our investors to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of July 31, 2014, stockholders who hold shares of Class B common stock, including our executive officers and directors and their affiliates, together hold approximately 93.8% of the voting power of our outstanding capital stock. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively control a substantial majority of the combined voting power of our common stock and, assuming no material sales of such shares, will be able to control all matters submitted to our stockholders for approval until October 15, 2023, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. This concentrated control will limit or preclude our investors’ ability to influence corporate matters for the foreseeable future. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock or may adversely affect the market price of our Class A common stock.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, our executive officers (including our Chief Executive Officer), employees, directors and their affiliates retain a significant portion of their holdings of Class B common stock for an extended period of time, they could, in the future, continue to control a majority of the combined voting power of our Class A common stock and Class B common stock.

We do not intend to pay dividends on our capital stock so any returns will be limited to changes in the value of our Class A common stock.

We have never declared or paid any cash dividends on our capital stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash dividends on our capital stock may be prohibited or limited by the terms of any future debt financing arrangement. Any return to stockholders will therefore be limited to the increase, if any, of the price of our Class A common stock.

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Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.

In the future, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We expect to issue securities to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, our investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock, including our Class A common.

Sales of a substantial number of shares of our common stock in the public market, or the perception that they might occur, could cause the price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline or make it more difficult for you to sell your common stock at a time and price that you deem appropriate and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales, or the perception that our shares may be available for sale, will have on the prevailing market price of our Class A common stock.

In addition, as of July 31, 2014, we had options outstanding that, if fully exercised, would result in the issuance of approximately 22.1 million shares of Class A and Class B common stock. Our Class B common stock converts into Class A common stock on a one-for-one basis. All of the shares of Class A common stock issuable upon the exercise of options (or upon conversion of shares of Class B common stock issued upon the exercise of options) have been registered for public resale under the Securities Act of 1933, as amended, or the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable vesting requirements.

Certain holders of our Class A and Class B common stock have rights, subject to certain conditions, to require us to file registration statements for the public resale of such shares (in the case of Class B common stock, the Class A common stock issuable upon conversion of such shares) or to include such shares in registration statements that we may file for us or other stockholders.  Any sales of securities by these stockholders could have a material adverse effect on the market price of our Class A common stock.

If securities or industry analysts do not continue to publish research or if they publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If industry analysts cease coverage of us or additional industry analysts do not initiate coverage of us, the trading price for our Class A common stock may be adversely affected. In addition, the stock prices of many companies in the high technology industry have declined significantly after those companies have failed to meet, or often times significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet (or possibly significantly exceed) our announced guidance or the expectations of analysts or public investors, analysts could downgrade our common stock or publish unfavorable research about us. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.

Provisions in our restated certificate of incorporation and amended and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock.

Our restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the market price of our Class A common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions among other things:

— establish a classified board of directors so that not all members of our board are elected at one time;

— provide for a dual class common stock structure, which gives our Chief Executive Officer, directors, executive officers, greater than 5% stockholders and their respective affiliates the ability to control the outcome of all matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock;

— permit the board of directors to establish the number of directors;

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— provide that directors may only be removed “for cause” and only with the approval of 66 ^2/₃% of our stockholders;

— require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

— authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

— eliminate the ability of our stockholders to call special meetings of stockholders;

— prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

— provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws; and

— establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15% or more of our common stock.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Use of Proceeds from Public Offerings of Common Stock

On October 21, 2013, we closed our initial public offering (IPO) of 15,001,750 shares of Class A common stock, in which we sold 11,646,750 shares (inclusive of 1,956,750 shares issued upon the full exercise of the over-allotment option granted to the underwriters) at a public offering price of $20.00 per share. The aggregate offering price for shares sold in the offering was approximately $233 million. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-191085), which was declared effective by the SEC on October 15, 2013. The offering commenced on October 15, 2013 and did not terminate before all of the shares in the IPO were registered in the registration statement were sold. Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. acted as the managing underwriters. We raised approximately $217.2 million after deducting underwriting discounts and commissions, and before deducting total estimated offering expenses in connection with the offering of $2.9 million. As of July 31, 2014, we had received net cash proceeds of $215.7 million.

On March 31, 2014, we closed our follow-on offering of 13,800,000 shares of Class A common, in which we sold 1,390,000 shares (inclusive of 500,000 shares issued upon the full exercise of the over-allotment option granted to the underwriters) at a public offering of $26.35 per share. The offer and sale of all of the shares in the follow-on offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-194640), which was declared effective by the SEC on March 25, 2014. Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as the managing underwriters. Our proceeds from the offering were approximately $35.3 million after deducting underwriting discounts and commissions, and before deducting total estimated offering expenses in connection with the offering of $0.8 million. As of July 31, 2014, we had received net cash proceeds of $34.5 million.

There has been no material change in the planned use of proceeds from our IPO or follow-on offering as described in our final prospectuses filed pursuant to Rule 424(b) with the SEC on October 16, 2013 and March 26, 2014, respectively. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. Pending the uses described, we have invested the net proceeds in short-term, investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, corporate debt, agencies and guaranteed obligations of the U.S. government.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibits

Exhibit Number		Incorporated by Reference
	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Veeva Systems Inc.	8-K	001-36121	3.1	10/22/2013
3.2	Bylaws of Veeva Systems Inc.	S-1/A	333-191085	3.4	10/3/2013
10.1	Purchase and Sale Agreement, dated June 11, 2014, between Registrant and The Duffield Family Foundation, as amended July 16, 2014.
10.2	Description of Non-Employee Director Compensation.	8-K	001-36121	Item 5.02	7/10/2014
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1†	Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
32.2†	Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101.INS††	XBRL Instance Document.
101.SCH††	XBRL Taxonomy Schema Linkbase Document.
101.CAL††	XBRL Taxonomy Calculation Linkbase Document.
101.DEF††	XBRL Taxonomy Definition Linkbase Document.
101.LAB††	XBRL Taxonomy Labels Linkbase Document.
101.PRE††	XBRL Taxonomy Presentation Linkbase Document.

† The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Veeva Systems Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

†† In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Veeva Systems Inc.
By:	/s/ TIMOTHY S. CABRAL
	Timothy S. Cabral
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Dated: September 11, 2014

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EXHIBIT INDEX

Exhibit Number		Incorporated by Reference
	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Veeva Systems Inc.	8-K	001-36121	3.1	10/22/2013
3.2	Bylaws of Veeva Systems Inc.	S-1/A	333-191085	3.4	10/3/2013
10.1	Purchase and Sale Agreement, dated June 11, 2014, between Registrant and The Duffield Family Foundation, as amended July 16, 2014.
10.2	Description of Non-Employee Director Compensation.	8-K	001-36121	Item 5.02	7/10/2014
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1†	Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
32.2†	Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
101.INS††	XBRL Instance Document.
101.SCH††	XBRL Taxonomy Schema Linkbase Document.
101.CAL††	XBRL Taxonomy Calculation Linkbase Document.
101.DEF††	XBRL Taxonomy Definition Linkbase Document.
101.LAB††	XBRL Taxonomy Labels Linkbase Document.
101.PRE††	XBRL Taxonomy Presentation Linkbase Document.

† The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Veeva Systems Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

†† In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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EX-10

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

DATED AS OF JUNE 11, 2014

BYANDBETWEEN

THE DUFFIELD FAMILY FOUNDATION,

A NEVADA NON PROFIT CORPORATION

(“SELLER”)

AND

VEEVA SYSTEMS INC.,

A DELAWARE CORPORATION

(“PURCHASER”)

TABLE OF CONTENTS

		Page
1.	Sale And Purchase	1
	1.1. General	1
	1.2. Certain Definitions	1
	1.3. Title Company	2
2.	Payment Of Purchase Price	2
	2.1. Amount	2
	2.2. Terms Of Payment	2
3.	Liquidated Damages	2
4.	Review Of The Property; Inspection Period	3
	4.1. Document Review	3
	4.2. Access To Property, Inspection And Due Diligence	3
	4.3. Inspection Period	4
	4.4. Termination And Return Of Property	4
	4.5. Restoration And Insurance	4
5.	Title; Title Objections	5
	5.1. Title Report	5
	5.2. Title	5
	5.3. Title Objections	5
	5.4. Pre-Closing “Gap” Title Defects	5
6.	Condemnation Or Casualty	5
	6.1. Condemnation	5
	6.2. Casualty	6
7.	Representations And Warranties	6
	7.1. Seller’s Knowledge	6
	7.2. Representation And Warranties	6
	7.3. Limitations On Seller’s Representations, Warranties, And Covenants	7
	7.4. Purchaser’s Representations And Warranties	7
8.	Disclaimer; Release And Indemnification Of Seller	9
	8.1. Disclaimer Of Warranties; “As Is” Purchase	9
	8.2. Release Of Seller	9
9.	Conditions Precedent	10
	9.1. Conditions in Favor of Purchaser	10
	9.2. Conditions in Favor of Seller	10
10.	Closing	10
	10.1. Closing	10
	10.2. Seller’s Delivery Into Escrow	10
	10.4. Purchaser’s Delivery Into Escrow	11
	10.5. Procedure	11
	10.6. Closing Prorations	11
	10.7. Closing Costs	12
	10.8. Closing Procedure	12
	10.9. Possession; Notices	12
	10.10. Maintenance	12
	10.12. Purchaser Remedies	12

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		Page
11.	Brokers	12
12.	Miscellaneous	13
	12.1. Notices	13
	12.2. Rules Of Construction	13
	12.3. Amendment; Waivers	14
	12.4. Time Of Essence	14
	12.5. Attorneys’ Fees	14
	12.6. Law	14
	12.7. Entire Agreement	14
	12.8. Assignment; Successors And Assigns	14
	12.9. Exhibits	14
	12.10. Business Day	14
	12.11. Counterparts	14
	12.12. Electronically Transmitted/Counterpart Documents	14

EXHIBITS AND SCHEDULES

Exhibit A	Legal Description of Land
Exhibit B	Schedule of Personal Property
Exhibit C	Schedule of Contracts
Exhibit D	Form of Grant Deed
Exhibit E	Affidavit of Non-Foreign Status
Exhibit F	Form of Bill of Sale
Exhibit G	Form of Assignment of Contracts, Warranties and Intangibles
Schedule 4.1.1	Reviewed Materials
Exhibit H	Memorandum of Agreement
Exhibit I	Quitclaim Deed

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PURCHASE AND SALE AGREEMENT

THIS Purchase And Sale Agreement(“Agreement”) is dated as of June 11,2014, and is made by and between The Duffield Family Foundation, a Nevada nonprofit corporation (referred to herein as “Seller”), having its principal place of business at 6150 Stoneridge Mall Road, Suite 125, Pleasanton CA 94588 and Veeva Systems Inc., a Delaware corporation (“Purchaser”), having a principal place of business at 4637 Chabot Drive, Suite 210, Pleasanton CA 94588. This Agreement shall be effective the date (the “Effective Date”) on which the Title Company (as defined below) shall have confirmed in writing that it has received this Agreement fully executed by Purchaser and Seller.

In consideration of the mutual covenants of the parties herein contained and other valuable consideration, the parties agree as follows:

1. SALE AND PURCHASE.

1.1. GENERAL.Subject to the terms, covenants and conditions contained in this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of the Property, as defined in Section 1.2 below.

1.2. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below:

1.2.1. Assignment of Contracts. The assignment and assumption of the Contracts, Warranties and other Intangibles in the form of Exhibit G attached hereto.

1.2.2. Bill of Sale. The bill of sale in the form of Exhibit F attached hereto, transferring the Personal Property to Purchaser.

1.2.3. Business Day. Any Monday, Tuesday, Wednesday, Thursday or Friday, other than any federal holiday, State of California holiday or other day on which banks are required or permitted to close for business in the State of California.

1.2.4. Closing. The consummation of the sale and conveyance of the Property to Purchaser as evidenced by recordation of the Deed.

1.2.5. Closing Date. The date that is the first Business Day which occurs fifteen (15) days following the expiration of the Inspection Period, provided however Purchaser may elect to have the Closing Date occur on an earlier date following the Inspection Period by delivery of not less than five (5) days prior written notice to Seller; or such other earlier date and time as Purchaser and Seller may mutually agree upon in writing.

1.2.6. Contracts. All of Seller’s right, title and interest in and to all assignable contracts and agreements (collectively, the “Contracts”) listed and described on Exhibit C (the “Contracts Schedule”) attached hereto and made apart hereof, relating to the repair, maintenance or operation of the Real Property, which will extend beyond the Closing Date.

1.2.7. Deed. The form of grant deed pursuant to which title to the Real Property shall be conveyed from Seller to Purchaser, in the form of Exhibit D hereto which is made a part hereof.

1.2.8.Deposit. Such term shall have the meaning set forth in Section 2.2 below.

1.2.9.Effective Date. Such term has the meaning set forth in the preamble of this Agreement.

1.2.10.FTP Site. The file transfer protocol site established by or on behalf of Purchaser with respect to the Property on which written materials regarding the Property have been posted.

1.2.11.Improvements. The buildings, structures, fixtures and other improvements on the Land, including specifically, without limitation, that certain commercial building with a street address of 4280 Hacienda Drive, Pleasanton, California.

1.2.12.Inspection Period. The period ending at 5:00 p.m. California time on July 7, 2014.

1.2.13.Intangibles. All of Seller’s assignable right, title and interest in and to all entitlements, permits, marks, logos, names and other intangible personal property related exclusively to the Real Property.

1.2.14.Land. That certain tract or parcel of land situated in the City of Pleasanton, County of Alameda, California, more particularly described on Exhibit A attached hereto and made a part hereof, and all of Seller’s interest in rights, privileges and easements appurtenant to the Land, as well as all of Seller’s interest in development rights, land use entitlements, approvals and licenses including without limitation building permits, licenses, permits and certificates, air rights, mineral rights, off-site parking rights, water, water rights, riparian rights and water stock relating to the Land and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and all of Seller’s right, title and interest in and to all roads and alleys adjoining or servicing the Land.

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1.2.15.Personal Property. All of Seller’s right, title and interest in and to all tangible personal property upon the Land or within the Improvements, including specifically, without limitation, appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property (excluding cash) used exclusively in connection with the operation of the Land and Improvement and only as specifically described on Exhibit B attached hereto and made a part hereof.

1.2.16.Property. Collectively, the Real Property, the Contracts, the Intangibles, the Warranties, and the Personal Property.

1.2.17.Purchase Price. Such term shall have the meaning set forth in Section 2.1 below.

1.2.18.Real Property. The Land and the Improvements.

1.2.19. Reviewed Materials. Such terms shall have the meaning set forth in Section 4.1.1 below.

1.2.20. Seller’s Current Actual Knowledge; Seller’s Representative. Each such terms shall have the meaning set forth in Section 7.1 below.

1.2.21.Title Company. Such term has the meaning set forth in Section 1.3 below.

1.2.22.Warranties. All assignable existing warranties and guaranties issued to Seller in connection with the Real Property or Personal Property

1.3.TITLE COMPANY. The purchase and sale of the Property shall be handled through an escrow which the parties have established or will establish with Chicago Title Insurance Company (“Title Company”) at its office located at 1 Kaiser Plaza, Suite 745, Oakland, California 94612, Attn.: Laurie Edwards; Telephone No.: (510) 451-8888; email: edwardsl@ctt.com. Seller and Purchaser agree to execute such escrow instructions as are required by Title Company to consummate the transaction and which are reasonably acceptable to Purchaser and Seller. The escrow instructions shall not be deemed to modify the provisions of this Agreement unless any modifications are specifically identified as such and are initialed by both Seller and Purchaser.

2. PAYMENT OF PURCHASE PRICE.

2.1.AMOUNT. The purchase price to be paid by Purchaser to Seller for the Property (the “Purchase Price”) shall be Twenty Four Million Twelve Thousand Four Hundred Fifty and No/100 Dollars ($24,012,450.00).

2.2.TERMS OF PAYMENT. Purchaser shall pay the Purchase Price to Seller as follows:

2.2.1. Deposit. Purchaser shall deposit in escrow established by the Title Company pursuant to Section 1.3 above within three (3) Business Days of the execution and delivery of this Agreement the sum of One Million And No/100 Dollars ($1,000,000.00) in readily available funds as an earnest money deposit on account of the Purchase Price (together with interest accrued thereon while held by Title Company, the “Deposit”). For so long as the Deposit is held by the Title Company, the Deposit shall be invested by Title Company in a money market fund or such other investment instrument or account designated by Purchaser, without penalty for early withdrawal and with interest accruing for the account of Purchaser. The Deposit, together with such interest thereon, shall be credited against the Purchase Price at Closing. The Deposit shall be returned to Purchaser if this Agreement terminates for any reason except as a result of Purchaser’s default.

2.2.2. Independent Consideration. The Title Company shall immediately deliver from the Deposit the sum of One Hundred Dollars ($100.00) (the “Earned Amount”) to Seller as consideration to Seller for entering into this Agreement, the adequacy of which consideration is acknowledged by Purchaser and Seller. The Earned Amount is earned by Seller when delivered to Seller and will be immediately released to Seller, is nonrefundable but will be credited to payment of the Purchase Price at the Closing.

2.2.3. Payment of Balance. The balance of the Purchase Price, less the Deposit, shall be paid in full, in cash, through escrow at Closing as provided in Section 10.3.1.

3. LIQUIDATED DAMAGES. PURCHASER ACKNOWLEDGES THATTHE CLOSINGOFTHE SALEOFTHE PROPERTYTO PURCHASER, ONTHE TERMSANDCONDITIONSAND WITHINTHETIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. PURCHASERALSO ACKNOWLEDGES THAT SELLER WILLSUFFER SUBSTANTIAL DAMAGES IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO PURCHASER’SDEFAULT UNDER THIS AGREEMENT. PURCHASERFURTHER ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, SELLER’SDAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. INLIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THEPARTIES, PURCHASERAND SELLERAGREE THAT THE AMOUNT OF THE DEPOSITREPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLERWOULD SUFFER BY REASON OF PURCHASER’SDEFAULT HEREUNDER. ACCORDINGLY, PURCHASERAND SELLERHEREBY AGREE THAT, IN THE EVENT OF SUCH DEFAULT BY PURCHASERUNDER THIS AGREEMENT, SELLER’SSOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENTBY GIVING NOTICE TO PURCHASERAND TITLE COMPANYAND TO RETAIN THE DEPOSITAS LIQUIDATED DAMAGES IN LIEU OF ANY OTHER CLAIM SELLERMAY HAVE IN LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE)ARISING BY REASON OF PURCHASER’SDEFAULT.

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THE PARTIES HAVE INITIALED THIS SECTION 3 TO ESTABLISH THEIR INTENT SO TO LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 3 SHALL BE DEEMED TO LIMIT: (A) PURCHASER’S OBLIGATION TO PERFORM ANY CONTINUING OBLIGATIONS, OR (B) PURCHASER’S INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT.

SELLER’S	PURCHASER’S
INITIALS: AZ	INITIALS: TC

4. REVIEW OF THE PROPERTY; INSPECTION PERIOD.

4.1. DOCUMENTREVIEW.

4.1.1. Delivery of and Access to Documents. Purchaser has been and shall be provided access to the FTP Site, on which Seller has posted copies of the categories of documents set forth in Schedule 4.1.1 attached hereto relating to the Property and its operation (collectively, including any additional written materials that Seller may make available for Purchaser’s review, the “Reviewed Materials”), provided that such written materials exclude, (i) appraisals, internal financial projections, valuation reports and./or related information, (ii) architectural and engineering plans and studies prepared on behalf of Seller in connection with Seller’s proposed development of the Property as a companion animal shelter and adoption center and (iii) any of Seller’s organizational documents (e.g. partnership or limited liability company agreements) (collectively. “Seller’s Proprietary Information”). Purchaser may make copies of the Reviewed Materials at Purchaser’s sole cost and expense and Seller shall cooperate with Purchaser in connection therewith. Seller represents that to Seller’s Current Actual Knowledge that the Reviewed Materials are all of the material documents concerning the physical condition of the Property in Seller’s possession or under its control (other than Seller’s Proprietary Information).

4.1.2. No Representation. Except as otherwise specifically provided in this Agreement, Seller makes no representation or warranty whatsoever regarding the existence or availability of the Reviewed Materials and Seller shall not be obligated to create or obtain any of the Reviewed Materials. Purchaser acknowledges and agrees that, except as otherwise provided in this Agreement: (i) any and all of the Reviewed Materials are provided for informational purposes only and do not constitute representations or warranties of Seller of any kind; (ii) the documents, information and reports that Seller makes available to Purchaser in connection with the negotiation, execution and delivery of this Agreement and pursuant to the terms of this Section 4.1 may not be inclusive of all of the documents, information and reports in existence concerning the Property; and (iii) by providing Purchaser with access to the Reviewed Materials upon the terms and conditions of this Section 4.1, and subject to the representations and warranties expressly made by Seller in this Agreement, Seller has complied with and satisfied any obligations Seller may have to provide Purchaser with information about the Property. Purchaser shall be deemed to have reviewed any and all materials on the FTP Site or otherwise made available to Purchaser regardless of whether Purchaser elects to review such files and materials.

4.2. ACCESS TO PROPERTY, INSPECTION AND DUE DILIGENCE.

4.2.1.Access to Property. During the Inspection Period, Seller agrees that Purchaser and its authorized agents or representatives shall be entitled to enter upon the Property, accompanied by a representative of Seller if Seller so elects, during normal business hours upon no less than twenty-four (24) hours advance written notice to Seller and make such reasonable, nondestructive investigations, studies and tests including, without limitation, surveys and engineering studies as Purchaser deems necessary or advisable, provided, however, that Purchaser shall not be permitted to conduct physical or invasive testing without Seller’s prior written consent, which consent Seller may withhold in its sole discretion. Seller’s prior written consent for physical inspections or testing may be conditioned upon receipt of a detailed description of the proposed physical inspection or testing, a list of contractors who will be performing the physical inspection or testing, evidence of insurance satisfactory to Seller as provided below, and such other information as Seller requires in connection with such proposed inspection or testing.

4.2.2.Inspection Standards. Purchaser agrees that in conducting any inspections, investigations or tests of the Property, Purchaser and its agents and representatives shall (i) not damage any part of the Property or any personal property owned or held by any tenant or third party, (ii) not injure or otherwise cause bodily harm to Seller, the property manager, or their respective guests, agents, invitees, contractors, and employees or any tenant or their guests or invitees, (iii) maintain insurance as provided below, (iv) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property, (v) not permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights hereunder, (vi) immediately on completion of each such test or inspection, fully restore the Property to the condition in which the same was found before any such inspection or tests were undertaken, and (vii) not reveal or disclose any information obtained during the due diligence period concerning the Property except as permitted under Section 4.5. In the event Purchaser fails to perform any affirmative duty or obligation of Purchaser under Subsection 4.2.2 (iii)—(vi) inclusive above within three (3) Business Days after written notice to Purchaser of its failure (and without notice in case of an emergency), Seller may (but shall not be obligated to) perform such duty or obligation on Purchaser’s behalf and Purchaser shall reimburse Seller upon demand for the costs and expenses of any such performance (including penalties, interest and attorneys’ fees incurred in connection therewith).

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4.2.3.Delivery. As additional consideration for the transaction contemplated herein, if Purchaser terminates the Agreement prior to the expiration of the Inspection Period, Purchaser shall promptly deliver to Seller copies of “Work Product” (defined below) obtained in connection with Purchaser’s due diligence, at no cost to Seller; provided, however, that Purchaser shall have no obligation to cause any such tests or studies to be performed on the Property. For purposes of this Agreement, “Work Product” means any and all reports, tests or studies involving geologic conditions, environmental, hazardous waste or hazardous substances contamination of the Property and all other materials obtained in connection with Purchaser’s due diligence, but excludes any materials related solely to the business of Purchaser which Purchaser reasonably deems to be proprietary and writings protected from disclosure by the attorney/client privilege or the attorney work-product doctrine. Purchaser makes no express or implied representations or warranties with respect to the accuracy of the content of the Work Product.

4.3. INSPECTION PERIOD.

4.3.1.Inspection and Right to Terminate. Purchaser shall have the right to promptly commence and actively pursue its due diligence on the Property as provided for in Sections 4.1 and 4.2 above. If Purchaser determines to proceed with the purchase of the Property in accordance with this Agreement, then Purchaser shall, before the end of the Inspection Period, notify Seller in writing (an “Approval Notice”) that Purchaser has approved the matters described in Sections 4.1 and 4.2 above, which determination shall be made by Purchaser in its sole and absolute discretion. In such event, Purchaser shall instruct the Title Company to immediately disburse the Deposit to Seller and the Deposit shall thereupon become nonrefundable. In the event that either (i) Purchaser fails to deliver an Approval Notice to Seller before the end of the Inspection Period, and/or (ii) the Deposit is not disbursed to Seller within two (2) Business Days following the delivery of the Approval Notice, then Purchaser shall be deemed to have elected to terminate this Agreement, and the Deposit shall be returned to Purchaser and this Agreement shall be null and void without recourse to either party hereto (except to the extent such recourse arises in connection with a provision of this Agreement which expressly survives termination). If Purchaser timely delivers the Approval Notice, concurrently with the disbursement of the Deposit to Seller in accordance with the foregoing, (i) Title Company is hereby instructed to record in the Official Records of Alameda County a Memorandum of Agreement in the form of attached Exhibit H; and (ii) Purchaser shall execute and deliver to Title Company a Quitclaim Deed in the form of attached Exhibit I together with irrevocable instructions to the Title Company to record the Quitclaim Deed in the Official Records of Alameda County if the Closing has not occurred within two (2) Business Days following the Closing Date except if Closing fails to occur as a result of Seller’s default under this Agreement.

4.3.2. Acknowledgment and Waiver. Purchaser acknowledges that, pursuant to the terms of this Agreement, Purchaser shall be afforded a full opportunity to inspect the Property, observe its physical characteristics and existing conditions and conduct such investigations and studies on and of said Property as it deems necessary and that, if Purchaser delivers the Approval Letter pursuant to this Section 4.3, Purchaser shall be deemed to have waived on the expiration of the Inspection Period any and all objections to or complaints (including, but not limited to, Federal, State or common law based actions and any private right of action under State and Federal law to which the Property is or may be subject, including but not limited to, CERCLA and RCRA) regarding the physical characteristics and existing conditions of the property, including, without limitation, geologic conditions, subsurface soil and water conditions and solid and hazardous waste and hazardous substances on, under, adjacent to or otherwise affecting the Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of hazardous substances or other contaminants, may not have been revealed by its investigation.

4.4.TERMINATION AND RETURN OF PROPERTY. If this Agreement is terminated for any reason whatsoever, Purchaser shall promptly deliver to Seller the original and any copies of all documents, plans, surveys, contracts, agreements, materials and the like delivered to Purchaser or Purchaser’s agents, representatives or designees by Seller or Seller’s agents, representatives or employees, or copied by Purchaser or Purchaser’s agents pursuant to this Agreement.

4.5.RESTORATION AND INSURANCE. If any inspection or test disturbs any of the Property, Purchaser will restore the Property to substantially the same condition as existed prior to any such inspection or test. Purchaser shall keep the Property free and clear of any liens and will indemnify, defend, and hold Seller harmless from all losses, costs and damages, including reasonable attorneys’ fees, incurred by Seller as a result of such entry or investigation or the exercise of any rights under Section 4.2 by or on behalf of Purchaser other than loss, cost or damage which is discovered (and not caused) by such investigation as a result of pre-existing conditions. This indemnity obligation of Purchaser shall survive the termination of this Agreement for any reason. Purchaser shall obtain, or arrange for its inspecting consultant to obtain and keep in force, a policy of comprehensive general liability insurance (including coverage for bodily injury and property damage) on an occurrence basis with a combined single limit of $2,000,000, naming Seller as an additional insured. Purchaser shall deliver evidence of such insurance to Seller prior to the commencement of Purchaser’s investigations under Section 4.2.

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5.TITLE; TITLE OBJECTIONS.

5.1.TITLE REPORT. Within five (5) Business Days of the Effective Date, Purchaser shall cause Title Company to issue and deliver to Purchaser a preliminary title report on the Property that will form the basis of Title Company’s commitment to issue to Purchaser, as the proposed insured, its regular CLTA or ALTA (as determined by Purchaser) Owner’s title insurance policy (“Owner’s Title Policy”) in the amount of the purchase price (“Title Commitment”), together with a legible copy of all documents of record and all exceptions to title indicated on the Title Commitment and a plat or map of the Property with all easements plotted on it (collectively, the “Title Report”). Seller’s most recent survey of the Property (“Survey”) is posted on the FTP Site. Purchaser shall have the right to order an update to the Survey, provided that Purchaser shall order such update not later than five (5) Business Days following the Effective Date.

5.2.TITLE. Title to the Real Property shall be conveyed from Seller to Purchaser by the Deed, free and clear of all liens and encumbrances created by Seller except the following which title shall be taken subject to: (i) liens to secure payment of real estate taxes and assessments not delinquent (prorated in accordance with Section 10.5); (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all matters that are disclosed on the Survey or that would be disclosed by a current physical inspection or updated-survey of the Property or that are actually known to Purchaser; (iv) any exceptions or matters created by Purchaser, its architect or civil engineer, or its agents, employees and/or representatives; and (v) all other exceptions of record acceptable to Purchaser. The foregoing exceptions to title are referred to collectively as the “Permitted Exceptions”. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of Title Company to issue to Purchaser, upon payment of its regularly scheduled premium, the Owner’s Title Policy in the amount of the Purchase Price, showing fee title to the Property vested of record in Purchaser, subject only to the Permitted Exceptions (and the standard printed exceptions and conditions in the policy of title insurance).

5.3.TITLE OBJECTIONS. If the Title Commitment discloses title exceptions other than the Permitted Exceptions described in subparagraphs (i) or (iv) of Section 5.2 of this Agreement or if the Survey discloses survey matters which, in Purchaser’s sole and absolute discretion, interfere with Purchaser’s ability to use or finance the Real Property, Purchaser shall notify Seller in writing of its objections thereto (“Title Objections”) within fifteen(15) Business Days of its receipt of the Title Report and the Survey (“Title Review Period”). Seller shall have ten (10) Business Days from the receipt of such notice (“Seller’s Removal Period”) to have such title exceptions removed from the Title Commitment and to correct any such survey matters or to have the Title Company commit, at Seller’s expense, to insure Purchaser against any loss or damage which might be occasioned by or result from such title exceptions or survey matters. If Seller fails to timely provide such removal, correction or insurance, one of the following shall occur: (i) Purchaser may terminate this Agreement by giving written notice to Seller within five (5) Business Days after the expiration of Seller’s Removal Period (“Termination Notice”), whereupon the parties hereto shall have no further obligations hereunder (except for those obligations which otherwise survive the termination of this Agreement) and the Deposit shall be returned to Purchaser; or (ii) if Purchaser does not timely give the Termination Notice, Purchaser shall be obligated to close the purchase and sale of the Property as otherwise provided herein. If Purchaser does not provide Seller with notice of Title Objections within fifteen (15) Business Days of its receipt of the Title Commitment and the Survey, the Title Commitment shall be deemed accepted by Purchaser.

5.4.PRE-CLOSING “GAP” TITLE DEFECTS. In the event that Title Company first notifies Seller or Purchaser in writing of any title matters not constituting Permitted Exceptions after the expiration of the time period in which Purchaser may provide Title Objections pursuant to Section 5.3 above (including, if applicable, any new title matters arising out of an update of the Survey ordered by Purchaser in accordance with Section 5.1 above), Purchaser may object to such matters by delivering written notice thereof to Seller not more than five (5) Business Days after Purchaser first receives notice of such matters (and Purchaser’s failure to provide such written notice shall constitute Purchaser’s waiver of any such objections). With respect to any objections to title set forth in such notice, Seller shall have the same option to cure (except that Seller’s response period shall be five (5) Business Days rather than ten (10) Business Days) and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of objections made by Purchaser as set forth in Section 5.3 above. If Seller elects to attempt to cure any such matters, the date for Closing shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed thirty (30) days after the originally scheduled Closing Date.

6.CONDEMNATION OR CASUALTY

6.1.CONDEMNATION. If, at any time after the Effective Date but prior to Closing, a proceeding is instituted for the taking of all or any material portion of the Property under the power of eminent domain (a “Taking”), then Purchaser shall have the right by giving written notice to Seller and Title Company within ten (10) Business Days after the date of receipt of written notice of any such Taking, either to: (a) consummate the purchase of the Property in accordance with this Agreement, in which event Seller shall assign to Purchaser at Closing any award payable by reason of the Taking, or (b) terminate this Agreement effective as of the date such notice of termination is given. If Purchaser fails to give such notice within such applicable ten (10) Business Day period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Article 6. The Closing Date shall be postponed, if necessary, to permit Purchaser to have the ten (10) Business Day period following expiration of the Inspection Period or the date of receipt of notice of a Taking (as the case may be) to make the election specified hereinabove. If Purchaser terminates this Agreement pursuant to this Article 6, then the Deposit shall be returned promptly to Purchaser and neither Seller nor Purchaser shall have any further obligations under this Agreement, except such obligations of the parties that expressly survive the termination of this Agreement.

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6.2.CASUALTY.

6.2.1.Minor Damage. In the event of damage to the Property or any portion thereof prior to Closing caused by any casualty that is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided Seller assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

6.2.2.Major Damage. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by delivering written notice to Seller within ten (10) Business Days after Seller sends Purchaser written notice of the occurrence of major loss or damage, in which event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) Business Days after Seller sends Purchaser written notice of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to the damage in question. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

6.2.3.Definition of “Major” Loss or Damage. For purposes of Section 6.2.1 and 6.2.2, “major” loss or damage refers to loss or damage to the Property or any portion thereof such that the cost of repairing or restoring the Property to a condition substantially identical to that of the Property prior to the event of damage would be, in the opinion of a general contractor selected by Seller and reasonably approved by Purchaser, equal to or greater than One Million Dollars ($1,000,000.00).

7. REPRESENTATIONS AND WARRANTIES/SELLER’SCOVENANTS.

7.1.SELLER’S KNOWLEDGE. As used in this Agreement, the term “Seller’s Current Actual Knowledge” means the current actual (not imputed or constructive) knowledge of Steve Hill and Anne Sparks (collectively, “Seller’s Representative”), without independent inquiry, and such term shall not include the knowledge of any other person or firm, it being understood by Purchaser that Seller’s Current Actual Knowledge shall not apply to, or be construed to include, information or material which may be in the possession of Seller generally or incidentally, but of which Seller’s Representative is not actually aware. Seller represents and warrants that those persons constituting Seller’s Representative are the persons employed by the property manager of the Property and that have the most knowledge of the Property.

7.2.REPRESENTATION AND WARRANTIES. Seller hereby makes the following representations and warranties as of the date of this Agreement and as of the Closing Date:

7.2.1.Authority. Seller is a nonprofit corporation, has been duly formed and organized, and is validly existing under the laws of Nevada. Seller has the full right and authority to enter into this Agreement and to perform the obligations of Seller under this Agreement. The person signing this Agreement on behalf of Seller is authorized to do so.

7.2.2.Contracts. To Seller’s Current Actual Knowledge, the Contract Schedule accurately identifies in all material respects each of the documents that comprise the Contracts and, except as disclosed in the Contract Schedule or otherwise disclosed in writing to Purchaser, no material default or breach exists under the Contracts.

7.2.3.Condemnation/Special Assessments. To Seller’s Current Actual Knowledge, there are not presently pending any special assessments, or any eminent domain or condemnation actions against the Property or any part thereof; and Seller has not received notice of any special assessments or any eminent domain or condemnation actions being contemplated that would affect the Property or any part thereof.

7.2.4.Legal Compliance. To Seller’s Current Actual Knowledge, Seller has not received any written notification from any governmental or public authority (i) that the Property is in violation of any applicable fire, health, building, use, occupancy or zoning laws, where such violation remains outstanding and, if not corrected, would have a material adverse effect on the use of the Property as currently owned and operated, or (ii) that any work is required to be done upon or in connection with the Property, where such work remains outstanding and, if not performed, would have a material adverse effect on the use of the Property as currently owned and operated.

7.2.5.No Conflict. To Seller’s Current Actual Knowledge, the execution and delivery of this Agreement, and the sale and conveyance of the Property contemplated hereby, do not and will not (a) violate any provisions of (i) any rule, regulation, statute, or law, or (ii) the terms of any order, writ or decree of any court or judicial or regulatory authority or body, or (iii) the charter or governing instruments of Seller, and (b) conflict with or result in a breach of any condition or provision or constitute a default under or pursuant to the terms of any contract, mortgage, lien, lease, agreement, debenture or instrument to which the Seller is a party, or which is or purports to be binding upon Seller or upon the Property.

7.2.6.Non-Foreign Person. Seller is not a foreign person as defined in Internal Revenue Code Section 1445(f)(3). At Closing, Seller shall deliver to Purchaser through escrow a declaration under penalty of perjury confirming the foregoing statement in the form of Exhibit E attached hereto (“Affidavit of Non-Foreign Status”).

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7.2.7.Patriot Act. Seller is not a person or entity with whom Purchaser is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the “USA Patriot Act”) or Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”), including without limitation persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List.

7.2.8.Litigation. There is no pending or, to Seller’s Current Actual Knowledge, threatened private or governmental litigation by any governmental authority or person against Seller relating to the Property that might result in a material adverse change in the Property or its operation if it and all other pending and threatened litigation were adversely determined, or that challenges the validity or otherwise materially adversely affects the transaction contemplated by this Agreement.

7.2.9. Development Rights. Seller has not sold, transferred, conveyed or entered into any agreement regarding “air rights,” “excess floor area ratio,” or other development rights or restrictions relating to the Property, except as otherwise expressly set forth in the Title Report.

7.2.10.Hazardous Waste. Seller has not installed any underground tank, or used, generated, manufactured, treated, stored, placed, deposited or disposed of on, under or about the Property or transported to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials (“Hazardous Materials”) except in compliance with all applicable laws, rules and regulations, which for purposes of this Agreement include without limitation substances defined as “hazardous substances, hazardous materials or toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 United States Code §§9601 et seq.); the Hazardous Materials Transportation Safety and Security Reauthorization Act (49 United States Code §§5101 et seq.); the Resource Conservation and Recovery Act (42 United States Code §§6901 et seq.), the substances defined as “hazardous wastes” in California Health and Safety Code §25117 or as “hazardous substances” in California Health and Safety Code §25316, and the chemicals known to cause cancer or reproductive toxicity as published in the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code §25249.5 et seq.) and in the regulations adopted and publications promulgated under each of the aforesaid laws.

As stated in Section 9.1, it shall be a condition precedent to Purchaser’s obligation to close Escrow under this Agreement that Seller’s representations and warranties set forth above shall be true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of Closing Date.

7.3.LIMITATIONS ON SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS. In the event of any breach by Seller of any of the preceding representations or warranties which is discovered prior to Closing, Purchaser shall (i) promptly advise Seller of such breach following Purchaser’s discovery of such breach, and (ii) cooperate with Seller, at no out-of-pocket expense to Purchaser, in mitigating any damage to Purchaser from such breach. In the event of any material breach by Seller of any of such representations or warranties discovered after Closing, Seller shall be liable only for any direct or actual damages suffered by Purchaser on account of Seller’s breach. Any liability of Seller hereunder for breach of any such representations or warranties shall be limited to (a) claims in excess of an aggregate of $25,000.00 that are advanced no later than six (6) months from the Closing Date, and (b) a maximum aggregate cap of $1,000,000.00 (the “Cap”). Notwithstanding the foregoing, Seller shall have no liability based on matters disclosed to Purchaser in any of the due diligence materials provided to Purchaser in accordance with Section 4. In no event shall Seller be liable for any indirect or consequential damages on account of Seller’s breach of any representation or warranty contained in this Agreement. Additionally, notwithstanding the foregoing and except as set forth in the following sentence, if Purchaser becomes aware prior to the Closing that any representation or warranty hereunder is untrue, or any covenant or condition to closing hereunder has not been fulfilled or satisfied (if not otherwise waived by Purchaser), and Purchaser nonetheless proceeds to close its purchase of the Property, then Purchaser shall be deemed to have irrevocably and absolutely waived, relinquished and released all rights and claims against Seller for any damage or other loss arising out of or resulting from such untrue representation or warranty or such unfulfilled or unsatisfied covenant or condition. The terms of this Section 7.3 shall survive the termination of this Agreement or Closing.

7.4.PURCHASER’S REPRESENTATIONS AND WARRANTIES. Purchaser hereby makes the following representations and warranties as of the date of this Agreement:

7.4.1.Due Authorization. Purchaser has been duly authorized to execute and perform its obligations under this Agreement. The persons signing this Agreement on behalf of Purchaser have the power and authority to do so and to bind Purchaser to this Agreement. All the instruments, agreements and other documents executed by Purchaser which are to be delivered to Seller at Closing are and at the time of Closing will be duly authorized, executed and delivered by Purchaser.

7.4.2.Legal Proceedings. To Purchaser’s current actual knowledge, Purchaser has not received written notice of any legal actions or proceedings in any court pending against Purchaser that affect Purchaser’s ability to purchaser the Property.

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7.4.3.No Consents. No consent to the sale and conveyance of the Property by Seller to Purchaser is required to be obtained from any governmental agency or public administrative body or any other person or entity.

7.4.4.Patriot Act. Purchaser is not a person or entity with whom Seller is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the “USA Patriot Act”) or Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”), including without limitation persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List.

7.4.5.ERISA. Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA.

7.5.SELLER COVENANTS.

7.5.1.Natural Hazard Disclosure Statement. Prior to the expiration of the Inspection Period, Seller will order and deliver to Purchaser a Natural Hazard Disclosure Statement pursuant to Civil Code Section 1103.2. Seller hereby instructs Title Company to obtain such Statement and provide copies to Purchaser and Seller at Seller’s cost as soon as possible following the Effective Date.

7.5.2.Seller Covenants. Seller covenants and agrees that, from the Effective Date until the first to occur of (i) termination of this Agreement or (ii) the Closing Date:

a. Obligations. Seller shall pay, prior to delinquency, any and all obligations that are secured by or which if not paid may become a lien on the Property or any part of it. Notwithstanding the foregoing, Seller’s failure to pay any such obligation shall not breach this covenant if Seller is contesting in good faith the validity of such obligation and if, at or prior to Closing, the obligation and any lien can be and are satisfied and released by the payment of a portion of the Purchase Price otherwise payable to Seller at the Closing.

b. Further Encumbrances. Unless Purchaser shall have given its prior written consent, Seller shall not (i) subject the Property to or knowingly permit any right, title or interest in or to the Property to be subject to any mortgage, pledge, lien or other hypothecation which is not a Permitted Exception; or (ii) transfer, convey or assign any right, title or interest in or to all or any portion of the Property.

c. Provide Notice. If Seller receives any notice of (i) any Taking relating to the Property, (ii) any violation or any allegation of violation of any zoning or other code or ordinance or any other applicable law or regulation relating to the Property, (iii) any claim on behalf of any other person alleging title to or a right to use or possession of the Property or (iv) any unrecorded instrument or right affecting title to or use or possession of the Property, Seller shall immediately give written notice to Purchaser.

d. Contracts. Seller shall not, without the prior written consent of Purchaser, which shall not be unreasonably withheld or delayed, enter into agreements or contracts or modify any existing contracts or agreements which are included in Reviewed Materials.

e. Additional Agreements. Seller will not enter into any agreement, written or oral, that will be or purport to be binding on Purchaser or the Property subsequent to the Closing without the prior written consent of Purchaser.

f. Consents/Actions. Seller will not take, approve or consent to any action or omission that would change the zoning, permits or licenses of or for the Property.

g. Notice of Material Changes. Seller shall promptly notify Purchaser of any material adverse change in any condition with respect to the Property or of any event or circumstance which to Seller’s Actual Knowledge makes any representation or warranty of Seller under this Agreement materially and adversely untrue or any covenant of Seller under this Agreement substantially incapable of being performed. If Seller provides Purchaser with any such written notice, Purchaser shall have five (5) Business Days from the date of Seller’s delivery of such notice within which to notify Seller of Purchaser’s election to either (i) proceed with the transaction contemplated by this Agreement without any reduction in the Purchase Price; or (ii) terminate this Agreement in which event the Deposit shall be immediately returned to Purchaser and the rights and obligations of the parties under this Agreement shall terminate.

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8.DISCLAIMER; RELEASE AND INDEMNIFICATION OF SELLER.

8.1.DISCLAIMER OF WARRANTIES; “AS IS” PURCHASE. Purchaser acknowledges that it will have had an opportunity to conduct diligence on the Property and will acquire the Property in its current condition based on its diligence. Purchaser further acknowledges that, except as expressly provided in this Agreement, neither Seller nor its employees, agents or representatives have made any representation or warranty as to the condition of the Property which survive Close of Escrow hereunder. Purchaser acknowledges and agrees that the Property is to be conveyed by Seller to Purchaser “as is,” with all faults,” and substantially in its current condition. Purchaser further acknowledges and agrees that, except for the representations and warranties by Seller set forth in Sections 4.1.1 and 7.2 above, the sale of the Property to Purchaser is made without any warranty or representation of any kind by Seller, either express or implied, and Seller shall have no liability, with respect to the value, uses, habitability, condition, design, operation, financial condition or prospects, or fitness for purpose or use of the Property (or any part thereof), or any other aspect, portion or component of the Property, including: (i) the physical condition, nature or quality of the Property, including condition of the HVAC and other Building systems, the quality of the soils on and under the Property and the quality of the labor and materials included in any improvements, fixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for any particular purpose; (iii) the presence or suspected presence of hazardous materials on, in, under or about the Property (including the soils and groundwater on and under the Property); and (iv) existing or proposed governmental laws or regulations applicable to the Property or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Further, Seller shall have no liability for any latent, hidden, or patent defect as to the Property or the failure of the Property, or any part thereof, to comply with any applicable laws and regulations. In particular, Purchaser acknowledges and agrees that the Property information made available to Purchaser under this agreement (and any other information Purchaser may have obtained regarding in any way any of the Property, including without limitation, its operations or its financial history or prospects from Seller or its agents, employees or other representatives but not including information prepared by Seller) is delivered to Purchaser as a courtesy, without representation or warranty as to its accuracy or completeness and not as an inducement to acquire the Property; that nothing contained in any deliveries of Property information shall constitute or be deemed to be a guarantee, representation or warranty, express or implied, in any regard as to any of the Property; and that Purchaser is relying only upon the provisions of this Agreement and its own independent assessment of the Property and its prospects in determining whether to acquire the Property. The parties acknowledge that the Purchase Price has been calculated to include a $125,000 credit to Purchaser to account for the computer controls for the mechanical system serving the Improvements not being operational.

8.2.RELEASE OF SELLER. Purchaser acknowledges that any information of any type which Purchaser has received or may receive from Seller, its property manager or their respective agents, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information and that Purchaser shall rely solely upon Purchaser’s own knowledge of the Property based on its investigation of the Property and its own inspection of the Property in determining the Property’s physical condition or other matters relating to the Property. Purchaser and anyone claiming by, through or under Purchaser hereby waives its right to recover from and fully and irrevocably releases Seller, its employees, officers, directors, managers, members, partners, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations in its behalf (“Released Parties”) from any and all claims, including claims for contribution and/or indemnity, that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the valuation, saleability, physical condition or utility of the Property, or any construction defects, errors, omissions or other conditions, latent or otherwise, including any and all environmental matters, affecting the Property, or any portion thereof. This release includes claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s release to Seller, but does not extend to claims related to Seller’s breach of any express representations or warranties set forth in Sections 4.1.1. and 7.2 above (subject to the limitation of Section 7.3 above). Purchaser specifically waives the provision of California Civil Code Section 1542, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.’’

In this connection and to the extent permitted by law, Purchaser hereby agrees, represents and warrants, which representation and warranty shall survive the Closing, that Purchaser realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants, which representation and warranty shall survive the Closing, that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Purchaser nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to Seller by Purchaser in exchange for Seller’s performance hereunder.

Seller has given Purchaser material concessions regarding this transaction in exchange for Purchaser agreeing to the provisions of this Section 8.2. Seller and Purchaser have each initialed this Section 8.2 to further indicate their awareness and acceptance of each and every provision hereof. The provisions of this Section 8.2 shall survive Closing.

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AZ	TC
SELLER’S INITIALS	PURCHASER’S INITIALS

9. CONDITIONS PRECEDENT.

9.1. CONDITIONSIN FAVOROF PURCHASER. Purchaser’s obligation to close the purchase of the Property pursuant to this Agreement shall be subject to the following conditions precedent in favor of Purchaser, each of which may be waived by Purchaser in its sole discretion:

(a) The representations and warranties of Seller set forth in Section 7.2 above shall be true and correct in all material respects as of the Closing Date;

(b) Seller shall have made all deliveries required of Seller pursuant to Section 10.2 below and timely performed all of the obligations required by the terms of this Agreement to be performed by Seller;

(c) Prior to the expiration of the lnspection Period, Purchaser has approved, in its sole and absolute discretion, the physical condition and all other aspects of the Property pursuant to the review of the Reviewed Documents and investigations described in this Agreement in accordance with the terms of this Agreement; and

(d) Title Company shall be irrevocably committed to issue to Purchaser the Owner’s Title Policy and endorsements in the form agreed upon by Purchaser and the Title Company during the Title Review Period, insuring Purchaser as the fee simple owner of the Property, and showing title to the Property vested in Purchaser, subject only to payment of the applicable premium.

9.2.CONDITIONS IN FAVOR OF SELLER. Seller’s obligation to close the purchase of the Property pursuant to this Agreement shall be subject to the following conditions precedent in favor of Seller, each of which may be waived by Seller in its sole discretion:

(a) The representations and warranties of Purchaser set forth in Section 7.4 above shall be true and correct in all material respects as of the Closing Date; and

(b) Purchaser shall have made all deliveries required of Purchaser pursuant to Section 10.3 below and timely performed all of the obligations required by the terms of this Agreement to be performed by Purchaser.

10.CLOSING.

10.1.CLOSING. The transaction contemplated by this Agreement shall be consummated through escrow at the office of Title Company on or prior to the Closing Date. The Closing shall take place at a time on the Closing Date so that the Title Company will be able to wire-transfer all funds owing to Seller by no later than 11:00 a.m. California time. Purchaser hereby acknowledges that Purchaser may be required by the Title Company to wire funds into Escrow on the day before the Closing Date to allow Seller’s funds to be wired as described in the preceding sentence.

10.2.SELLER’S DELIVERY INTO ESCROW. Seller shall deliver the following items into escrow:

10.2.1.Deed. The Deed, duly executed and acknowledged by Seller, except that the amount of any transfer tax shall not be shown on the Deed, but shall be set forth on a separate affidavit or instrument which, after recordation of the Deed, shall be attached thereto so that the amount of such transfer tax shall not be of record.

10.2.2.Bill of Sale. The Bill of Sale, transferring the Personal Property to Purchaser, without warranty or title or use and without warranty, express or implied, as to merchantability or fitness for any purpose.

10.2.3.Assignment of Contracts, Etc.. The Assignment of Contracts, duly executed by Seller.

10.2.4.Affidavits Of Non-Foreign Status. The Affidavit of Non-Foreign Status duly executed by Seller (the “Non-Foreign Status Affidavit”).

10.2.5.California Form 593. A California Form 593 Real Estate Withholding Certificate executed by Seller (the “Withholding Exemption Certificate”).

10.2.6.Other Documents. Such other documents or instruments as may be reasonably required to consummate this transaction in accordance with the terms and conditions of this Agreement, such as appropriate escrow instructions to Title Company.

10.2.7.Evidence of Authorization. Such evidence as shall reasonably establish that Seller’s execution of this Agreement and performance of its obligations hereunder have been duly authorized and that the person or persons executing this Agreement on behalf of Seller have been duly authorized and empowered to do so.

10.2.8.Memorandum of Agreement. The Memorandum of Agreement duly executed and acknowledged by Seller.

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10.3.PURCHASER’S DELIVERY INTO ESCROW. Purchaser shall deliver the following terms into escrow:

10.3.1. Cash. Immediately available funds in the following amounts: (i) the balance of the Purchase Price, less the Deposit; (ii) such amount, if any, as is necessary for Purchaser to pay Purchaser’s share of the closing costs and prorations specified in Sections 10.5 and 10.6 below; and (iii) any other amounts required to close escrow in accordance with the terms of this Agreement.

10.3.2. Assignments. Counterparts of the Assignment of Contracts executed by Purchaser.

10.3.3.Evidence of Authorization. Such evidence as shall reasonably establish that Purchaser’s execution of this Agreement and performance of its obligations hereunder have been duly authorized and that the person or persons executing this Agreement on behalf of Purchaser have been duly authorized and empowered to do so.

10.3.4.Memorandum of Agreement. The Memorandum of Agreement duly executed and acknowledged by Purchaser.

10.3.5.Other Documents. Such other documents and instruments as may be reasonably required in order to consummate this transaction in accordance with the terms and conditions of this Agreement, such as appropriate escrow instructions to Title Company.

10.4.PROCEDURE. Seller and Purchaser shall instruct the Title Company to complete the following tasks on the Closing Date:

10.4.1. Record the Deed, duly executed and acknowledged by Seller, in the Official Records of Alameda County.

10.4.2. Date, as of the Closing Date, and deliver to Purchaser (i) the Bill of Sale; (ii) the Assignment of Contracts; (iii) the Non-Foreign Status Affidavit; (iv) the Withholding Exemption Certificate, each executed by Seller and the original unrecorded Quitclaim Deed executed by Purchaser.

10.4.3. Date, as of the Closing Date, and deliver to Seller the Assignment of Contracts executed by Purchaser.

10.4.4. Deliver to Seller the total purchase price for the Property in accordance with Section 2 hereof.

10.4.5. Issue to Purchaser the Owner’s Title Policy.

10.4.6. File the information return for the sale of the Property required by Section 6045 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

10.5.CLOSING PRORATIONS. At Closing, the items of income and expense of the Property set forth below shall be prorated on the basis of a 365-day year, actual days elapsed for the month in which Closing occurs, as of midnight on the day immediately preceding the Closing Date. Income and expenses attributable to the period prior to the Closing Date shall be for the account of Seller, and income and expenses attributable to the period on and after the Closing Date shall be for the account of Purchaser. The following items shall be prorated through escrow as described above:

10.5.1. All current real property taxes, non-delinquent bonds or improvement assessments, general and special, non-delinquent public or governmental charges or assessments affecting the Property (including current assessments, liens or encumbrances for sewer, water, drainage or other public improvements whether completed or commenced on, or prior to, the date of this Agreement). If the Closing Date occurs before the tax rate or assessment is fixed, the proration of such taxes and assessments by Title Company shall be made at Closing based upon the most recent tax bills available.

10.5.2. All current reimbursements and other income from the Property and all current utilities, maintenance charges and similar expenses of the Property shall be prorated between Seller and Purchaser as of the Closing Date and, to the extent of information then available, such prorations shall be made at the Closing.

10.5.3. Seller and Purchaser shall use their commercially reasonable good faith efforts not less than five (5) Business Days prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Seller and Purchaser agree to cooperate and to use their commercially reasonable good faith efforts to complete such prorations no later than thirty (30) days after the Closing Date. Monthly income and expense items shall be prorated on the basis of the actual days in any given month.

10.5.4. Income and expenses of the Property for the period before the Closing Date shall be for the account of Seller and such income and expenses for the period on and after the Closing Date shall be for the account of Purchaser. Seller shall pay all taxes, assessments, invoices for goods furnished or services supplied, and other expenses relating to the Property that are allocable to the period before the Closing Date. The parties acknowledge there may be a credit due to Seller as a result of credits due to solar energy use on the Property.

10.5.5. In preparing the prorations described in Section 10.5.3 above, Seller shall diligently and in good faith work to generate its best estimates of prorated amounts where estimates are required.

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Any such prorations which cannot be determined as of the Closing Date be paid by Purchaser to Seller, or by Seller to Purchaser, as the case may be, as soon as practicable following the Close of Escrow. If any prorations, apportionments or computations made under this Section require final adjustment, Purchaser and Seller shall make the appropriate adjustments promptly when accurate information becomes available. Any corrected adjustment or proration will be paid in cash to the party entitled to it. The obligations of the parties to make the adjustments shall survive the Closing.

10.6.CLOSING COSTS. Seller shall be responsible for 100% of city and county documentary transfer taxes and 50% of any escrow charges by Title Company. Purchaser shall be responsible for 100% of the cost of the Owner’s Title Policy and 50% of any escrow charges by Title Company. All other closing costs shall be allocated between Purchaser and Seller consistent with local custom. Each party shall pay its own attorneys’ fees incurred in connection with this Agreement or the transaction contemplated herein. Notwithstanding any other provision of this Agreement, Purchaser shall be responsible for any sales taxes resulting from the sale to Purchaser of the personal property described in the Bill of Sale.

10.7.CLOSING PROCEDURE. Title Company shall close escrow when (i) it is in a position to pay to Seller, by certified check or wire transfer in immediately available funds, the amount of the Purchase Price, as such amount may be increased or decreased as a result of the allocation of the closing costs and prorations as specified in Sections 10.5 and 10.6; (ii) it is in a position to issue to Purchaser the Owner’s Title Policy; and (iii) all conditions precedent to Closing set forth in this Agreement for the benefit of Purchaser and Seller have been satisfied or waived.

10.8.POSSESSION; NOTICES. On the Closing Date, Seller shall transfer to Purchaser possession of the Property. Prior to the expiration of the Inspection Period, Purchaser shall identify the Contracts that Purchaser elects to have terminated as of the Closing Date (individually, a “Rejected Contract,” and collectively, the “Rejected Contracts”). On the Closing Date, Seller shall send notices to all vendors and contractors under the Rejected Contracts informing them that Seller sold the Property to Purchaser on the Closing Date and that the Rejected Contract is terminated.

10.9.MAINTENANCE. Seller shall, between the Seller’s execution of this Agreement and the Closing Date, at Seller’s sole cost and expense maintain the Property in its current order, condition and repair, reasonable wear and tear excepted; shall pay or cause to be paid expenses of any kind incurred in the maintenance and ownership of the Property and shall otherwise operate the Property as before the making of this Agreement, substantially the same as though Seller were retaining ownership of the Property.

10.10.PURCHASER REMEDIES. If Seller defaults under or breaches this Agreement and fails to sell the Property in accordance with this Agreement, Purchaser shall have the right, as its sole remedy, either (a) to terminate this Agreement by giving written notice to Seller and receive the return of the Deposit and reimbursement of all of its reasonable out-of-pocket costs incurred in connection with the transaction contemplated by this Agreement, subject to a cap of $50,000.00, within thirty (30) days following receipt of reasonable evidence of such costs, which return and reimbursement shall operate to release Seller from any and all liability hereunder, (b) to enforce specific performance of Seller’s obligation to sell the Property to Purchaser in accordance with this Agreement or (c) if specific performance is not available as a remedy for Buyer because Seller has conveyed the Property in breach of this Agreement to a good faith purchaser, then Purchaser may exercise such further rights and remedies as may be available at law or in equity, provided however, the maximum aggregate cap for all claims and damages resulting from such breach shall not exceed $2,000,000. Other than as set forth above, Purchaser expressly waives all rights to obtain damages in the event of Seller’s failure to close the sale of the Property hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive the return of the Deposit and reimbursement of its reasonable out-of-pocket costs incurred in connection with the transaction contemplated by this Agreement if Purchaser fails to file suit against Seller, in a court having jurisdiction in the county and state in which the Property is located, within thirty (30) days following the date upon which Closing was to have occurred. The provisions of this Section 10.10 shall survive the Closing.

11.BROKERS. Seller and Purchaser each warrant and represent to the other that no person, firm or entity who or which has been retained by either Seller or Purchaser, other than Colliers International (Ted Helgans/Brian Lagomarsino) (“Purchaser’s Broker”) representing Purchaser and Griggs Resource Group (Brian Griggs) (“Seller’s Broker”) representing Seller, is in a position to claim a real estate brokerage commission, due diligence fee or finder’s fee against the other party as a procuring cause of this transaction based upon contacts with such party or the Property. Each party shall indemnify, defend, protect and hold the other party harmless from and against any and all claims, actions, causes of action, demands, liabilities, damages, costs and expenses (including attorneys’ fees) arising as a result of a breach of the foregoing warranty and representation. Pursuant to the terms of a separate written agreement, Seller shall pay, at Closing and only if there is a Closing, to Purchaser’s Broker and Seller’s Broker, any agreed-upon real estate commission due as a result of the purchase and sale evidenced hereby.

12

12.MISCELLANEOUS.

12.1.NOTICES. All notices, demands or other communications of any type given by either party to the other or to Title Company, whether required by this Agreement or in any way related to this transaction, shall be in writing and delivered: (i) by hand, email or Federal Express or similar courier service; or (ii) by United States Mail, as a certified item, return receipt requested, and deposited in a Post Office or other depository under the care or custody of the United States Postal Service, with proper postage affixed. Each notice to a party shall be addressed as follows:

To Seller	The Duffield Family Foundation
	c/o Nevada Pacific Consulting, LLC
	3201 Danville Boulevard
	Danville, California 94507
	Attn: Steve Hill
	Email: steve@nevadapacific.com
To Purchaser:	Veeva Systems Inc.
	4637 Chabot Drive
	Suite 210
	Pleasanton CA 94588
	Attn: Tim Cabral
	Email: tim.cabral@veeva.com
With a copy to:	Dzida, Carey & Steinman
	3 Park Plaza, Suite 750
	Irvine, California 92614
	Irvine, California 92614
	Attention: Diane P. Carey
	E-mail: dcarey@dcslaw.com
And with a copy to:	Watson Setzer Real Estate Partners LLC
	655 Montgomery Street, Suite 1190
	San Francisco, California 94111
	Attention: Chris Watson
	chris@watsonsetzer.com
To Title Company:	Chicago Title Insurance Company
	1 Kaiser Plaza, Suite 745
	Oakland, California 94612
	Attn.: Laurie Edwards
	email: edwardsl@ctt.com

Any notice delivered by hand or Federal Express or similar courier service shall be deemed to be delivered when actual delivery is made. Any notice delivered by email shall be deemed to be delivered when the recipient has affirmatively acknowledged receipt of the email. Any notice deposited in the United States Mail in the manner required above shall be deemed to be delivered three (3) Business Days after the date of such deposit, and any time periods provided for herein during which a party may act shall not commence until such notice is deemed to be so delivered. Either party hereto may change its address by notice given as provided herein to the other party and Title Company.

12.2.RULES OF CONSTRUCTION. Where required for proper interpretation, words in the singular shall include the plural, the masculine gender shall include the neuter and the feminine, and vice versa. The headings of the Articles, Sections, Subsections and paragraphs contained in this Agreement are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. References in this Agreement to Articles, Sections, Subsections and paragraphs are references to the Articles, Sections, Subsections and paragraphs contained in this Agreement. Each reference in this Agreement to an Article shall be deemed a reference to all Sections and Subsections contained within such Article; each reference to a Section shall be deemed a reference to all Subsections contained within such Section. This Agreement has been fully negotiated at arms’ length between the parties, after advice by counsel and other representatives chosen by the parties, and the parties are fully informed with respect thereto. No party shall be deemed the scrivener of this Agreement and, accordingly, the provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party. Use in this Agreement of the words “including” or “such as”, or words of similar import, following any general term, statement or matter shall not be construed to limit such term,

13

statement or matter to the enumerated items, whether or not language of non-limitation (such as “without limitation” or “but not limited to”) are used with reference thereto, but rather shall refer to all items or matters that could reasonably fall within the broadest scope of such term, statement or matter.

12.3.AMENDMENT; WAIVERS. This Agreement may not be modified or amended except by an agreement in writing signed by the parties hereto. A party may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations.

12.4.TIME OF ESSENCE. Time is of the essence of this Agreement and each provision hereof.

12.5.ATTORNEYS’ FEES. If either party brings an action or proceeding at law or in equity to interpret or enforce this Agreement or any provisions contained herein, or to seek damages or other redress for a breach, the prevailing party shall be entitled to recover in addition to all other remedies or damages, reasonable attorneys’ fees and expert witnesses’ fees incurred in such action or proceeding.

12.6.LAW. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California.

12.7.ENTIRE AGREEMENT. This Agreement, including the exhibits hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No representation, warranty, covenant, agreement or condition not expressed in this Agreement shall be binding upon the parties hereto or shall affect or be effective to interpret, change or restrict the provisions of this Agreement.

12.8.ASSIGNMENT; SUCCESSORS AND ASSIGNS. Purchaser shall have no right to assign this Agreement or any of Purchaser’s rights hereunder without first having obtained Seller’s prior written consent to such assignment, which consent may be withheld in Seller’s sole discretion, except that Seller’s consent shall not be required with respect to an assignment of this Agreement by Purchaser to an assignee who (a) agrees to be bound by all of the terms and conditions of this Agreement, and (b) is a business entity controlled and/or managed by, controlling or under common control with, Purchaser. Any purported assignment by Purchaser to an unauthorized party shall be null and void. Subject to the foregoing, this Agreement, and the terms, covenants and conditions herein contained, shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns. In no event shall an assignment by Purchaser of this Agreement or any of Purchaser’s rights hereunder release Purchaser from its obligations under this Agreement.

12.9.EXHIBITS. The exhibits to which reference is made in this Agreement are deemed incorporated into this Agreement in its entirety by such reference.

12.10.BUSINESS DAY. In the event that any date or any period provided for in this Agreement shall end on a day other than a Business Day, the applicable date or period shall be the next Business Day.

12.11.COUNTERPARTS. This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one agreement. Purchaser acknowledges and agrees that this Agreement shall be of no force or effect unless and until a copy hereof is counter-executed by a duly authorized officer of Seller.

12.12.ELECTRONICALLY TRANSMITTED/COUNTERPART DOCUMENTS. If Purchaser or Seller uses electronically transmitted signed documents, each party agrees to accept and instruct the Title Company to rely upon such documents as if they bore original signatures. Purchaser and Seller hereby acknowledge and agree to provide to the Title Company, within seventy-two (72) hours after transmission, such documents bearing the original signatures. Purchaser and Seller further acknowledge and agree that electronically transmitted documents bearing non-original signatures will not be accepted for recording and that the parties will provide originally executed documents to the Title Company for such purpose.

14

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

SELLER:	THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation
	By:	/s/ Amy Zeifang
	Name:	Amy Zeifang
	Title:	Chairman
PURCHASER:	VEEVA SYSTEMS INC., a Delaware corporation
	By:	/s/ Tim Cabral
	Name:	Tim Cabral
	Title:	CFO

15

EXHIBIT A

LEGAL DESCRIPTION

REAL PROPERTY IN THE CITY OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

Real property in the City of Pleasanton, County of Alameda, State of California, described as follows:

PARCEL 1:

LOT 11-D, AS SHOWN ON PARCEL MAP 5566, FILED OCTOBER 24, 1989 IN BOOK 187 OF MAPS, AT PAGES 48 AND 49, ALAMEDA COUNTY RECORDS.

PARCEL 2:

BEGINNING AT A POINTIN THE EASTERLY LINE OF PARCEL 11F OF PARCEL MAP 6020, FILED AUGUST 24, 1990, MAP BOOK 191, PAGE 87, DISTANCE THEREON NORTH 1° 38’ 51” EAST, 665.20 FEET FROM THE SOUTHEAST CORNER OF SAID PARCEL 11F; THENCE NORTH 88° 21’ 09” WEST, 30.00 FEET; THENCE NORTH 1° 38’ 51” EAST, 28.00 FEET; THENCE NORTH 88° 21’9” WEST, 59.00 FEET; THENCE NORTH 1° 38’ 51” EAST, 107.00 FEET TO THE SOUTHERLY LINE OF STONERIDGE DRIVE (103.00 FEET WIDE); THENCE EASTERLY ALONG LAST SAID LINE, SOUTH 88° 21’ 09” EAST, 89.00 FEET; THENCE SOUTH 1° 38’1” WEST, 135.00 FEET TO THE POINT OF BEGINNING.

PARCEL 3:

A 21.00 FOOT-WIDE STRIP OF LAND LOCATEDIN PARCEL 11F OF PARCEL MAP 6020, AS SAID PARCEL IS SHOWN UPON SAID MAP FILED FOR RECORD ON AUGUST 24, 1990,IN BOOK 191 OF MAPS, AT PAGE 87, OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 11F OF PARCEL MAP 6020; THENCE NORTHERLY ALONG THE LINE COMMON TO LOT 11F OF PARCEL MAP 6020 AND LOT 11D OF PARCEL MAP 5566, WHICH WAS FILED FOR RECORD ON OCTOBER 24, 1989,IN BOOK 187 OF MAPS AT PAGE 48 & 49, OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA, NORTH 01° 38’ 51” EAST, 460.20 FEET; THENCE WESTERLY, NORTH 88° 21’ 09” WEST, 21.00 FEET; THENCE SOUTHERLY ALONG A LINE PARALLEL WITH AND 21.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LOT 11F, SOUTH 01° 38’ 51” WEST, 463.90 FEET; THENCE NORTH 81° 38’ 51” EAST, 21.32 FEET TO THE POINT OF BEGINNING.

PARCEL 4:

A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL 1, 2 AND 3 ABOVE FOR THE PURPOSE OF VEHICULAR (INCLUDING TRUCKS OF ALL SIZES) AND PEDESTRIAN INGRESS AND EGRESS OVER, ALONG AND ACROSS ALL THAT PORTION OF THAT CERTAIN COMMON DRIVEWAY EASEMENT SHOWN ON SAID PARCEL MAP 4391, AND AS AMENDED PARCEL MAP NO. 4391, FILED NOVEMBER 23, 1987,IN BOOK 172 OF PARCEL MAPS, PAGES 86 AND 87, ALAMEDA COUNTY RECORDS, LYING WITHIN THE LINES OF PARCEL 11B, AND AS GRANTED IN THAT “GRANT OF EASEMENT AND MAINTENANCE AGREEMENT” DATED MAY 23, 1985, BY THE PRUDENTIALINSURANCE COMPANY OF AMERICA, A NEW JERSEY CORPORATION AND RECORDED MAY 24, 1985 ASINSTRUMENT NO. 85-100661 OF OFFICIAL RECORDS.

PARCEL 5:

ALL EASEMENTS AND OTHER REAL PROPERTY RIGHTS APPURTENANT TO PARCELS 1, 2 AND 3 ABOVE, SET FORTHIN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HACIENDA BUSINESS PARK (NO. 3), RECORDER MAY 1, 1998, SERIES NO. 98146103, OFFICIAL RECORDS AND AMENDED BY A FIRST AMENDMENT RECORDED MAY 23, 2000, SERIES NO. 2000153840, SECOND AMENDMENT RECORDED MAY 25, 2000, SERIES NO. 2000157497, THIRD AMENDMENT RECORDED MAY 13, 2003, SERIES NO. 2003277996, AND FOURTH AMENDMENT RECORDED JUNE 9, 2005, SERIES NO. 2005234212, ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA.

A-1

PARCEL 6:

ALL DRAINAGE EASEMENTS AND SIMILAR RIGHTS APPURTENANT TO PARCELS 1, 2 AND 3 HEREINABOVE, SET FORTHIN THAT CERTAIN FIRST AMENDMENT TO GRANT OF EASEMENTS AND MAINTENANCE AGREEMENT, RECORDED SEPTEMBER 6, 1994, SERIES NO. 94296391, OFFICIAL RECORDS, WHICH DOCUMENT AMENDS THAT CERTAIN GRANT OF EASEMENTS AND MAINTENANCE AGREEMENT BETWEEN THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND HACIENDA STONERIDGE ILIMITED PARTNERSHIP, RECORDED OCTOBER 27, 1989, SERIES NO. 89290658, OFFICIAL RECORDS.

PARCEL 7:

A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCELS 1, 2 AND 3 ABOVE FOR THE PURPOSE OF VEHICULAR (INCLUDING TRUCKS OF ALL SIZES) AND PEDESTRIANINGRESS AND EGRESS OVER, ALONG AND ACROSS ALL THAT PORTION OF PARCEL 11C EXCEPTING THE EASTERLY 21 FEET THEREOF, OF PARCEL MAP 5566, FILED OCTOBER 24, 1989, N BOOK 187 OF PARCEL MAPS, PAGES 48 AND 49, ALAMEDA COUNTY RECORDS, SHOWN AND DESCRIBED THEREON AS “EX. COMMON DRIVEWAY EASEMENT PER AMENDED P.M. 4391 (172 M 86)”.

PARCEL 8:

A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCELS 1, 2 AND 3 ABOVE FOR THE PURPOSE OF VEHICULAR (INCLUDING TRUCKS OF ALL SIZES) AND PEDESTRIAN INGRESS AND EGRESS OVER, ALONG AND ACROSS ALL THAT PORTION OF PARCEL 11C EXCEPTING THAT PORTION THEREOF LYING WITHIN PARCEL 2 HEREINABOVE DESCRIBED, OF PARCEL MAP 5566, FILED OCTOBER 24, 1989,IN BOOK 187 OF PARCEL MAPS, PAGES 48 AND 49, ALAMEDA COUNTY RECORDS, SHOWN AND DESCRIBED HEREON AS “ACCESS AND COMMON DRIVEWAY EASEMENT”.

PARCEL 9:

A 12.00 FOOT WIDE NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCELS 1, 2 AND 3 ABOVE FOR THE PURPOSE OF INGRESS AND EGRESS LOCATEDIN LOT 11F OF PARCEL MAP 6020, AS SAID PARCEL IS SHOWN ON SAID PARCEL MAP FILED FOR RECORD ON AUGUST 24, 1990, IN BOOK 191 OF MAPS AT PAGE 87, OFFICIAL RECORDS OF ALAMEDA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 11F; THENCE NORTHERLY ALONG THE LINE COMMON TO SAID LOT 11F OF PARCEL MAP 6020 AND LOT 11D OF PARCEL MAP 5566, WHICH MAP WAS FILED FOR RECORD ON OCTOBER 24, 1989, IN BOOK 187 OF MAPS AT PAGE 48, NORTH 1° 38’ 51” EAST 460 .20 FEET; THENCE AT RIGHT ANGLES NORTH 88° 21’ 09” WEST 21.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88° 21’ 09” WEST 12.00 FEET; THENCE AT RIGHT ANGLES SOUTH 1° 38’ 51” WEST 466.02 FEET; THENCE NORTH 81° 38’ 51” EAST 12.19 FEET; THENCE NORTH 1° 38’ 51” EAST 463.90 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL 10:

AN 18.00 FOOT WIDE EXCLUSIVE EASEMENT APPURTENANT TO PARCELS 1, 2 AND 3 ABOVE FOR THE PURPOSE OF PARKING LOCATED IN LOT 11F OF PARCEL MAP 6020, AS SAID PARCEL IS SHOWN ON SAID PARCEL MAP FILED FOR RECORD ON AUGUST 24, 1990 IN BOOK 191 OF MAPS AT PAGE 87, OFFICIAL RECORDS OF ALAMEDA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 11F; THENCE NORTHERLY ALONG THE LINE COMMON TO SAID LOT 11F OF PARCEL MAP 6020 AND LOT 11D OF PARCEL MAP 5566, WHICH MAP WAS FILED FOR RECORD ON OCTOBER 24, 1989, IN BOOK 187 OF MAPS AT PAGE 48, NORTH 1° 38’ 51” EAST 485.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE AT RIGHT ANGLES NORTH 88° 21’ 09” WEST 18.00 FEET; THENCE NORTH 1° 38’ 51” EAST 103.00 FEET; THENCE AT RIGHT ANGLES SOUTH 88° 21’ 09” EAST 18.00 FEET TO SAID COMMON LINE; THENCE AT RIGHT ANGLES SOUTH 1° 38’ 51” WEST 103.00 FEET TO THE TRUE POINT OF BEGINNING.

APN: 941-2762-018-01

A-2

EXHIBIT B

SCHEDULE OF PERSONAL PROPERTY

THE CONTENTS OF ROOM 259 AND ALL FURNITURE, FIXTURES AND

EQUIPMENT LOCATED IN THE CAFETERIA

B-1

EXHIBIT C

SCHEDULE OF CONTRACTS

NONE

C-1

EXHIBIT D

Recorded at Request of:
Chicago Title Insurance Company
1 Kaiser Plaza, suite 745
Oakland, California 94612
Attention: Laurie Edwards
When Recorded Mail to:
Veeva Systems Inc.
4637 Chabot Drive, Suite 200
Pleasanton, California 94588
Attn: Tim Cabral
Mail Tax Statements to:	Documentary Transfer Tax is not of public
	record and is shown on a separate sheet
Veeva Systems Inc.	attached to this deed.
4637 Chabot Drive, Suite 200
Pleasanton, California 94588
Attn: Tim Cabral

GRANT DEED

For valuable consideration, receipt of which is acknowledged, THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation, hereby grants to VEEVA SYSTEMS INC., a Delaware corporation, the real property in the County of Alameda, State of California, described in Exhibit A attached hereto and made a part hereof.

Dated:

The Duffield Family Foundation, a Nevada

nonprofit corporation

By:

        Its:

D-1

[NOTARY PAGE TO GRANT DEED]

STATE OF		)
		) ss
COUNTY OF	)

On             , 2014, before me,                     , personally appeared                     , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(SEAL)

D-2

STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION

NOT BE MADE A PART OF THE PERMANENT RECORD

IN THE OFFICE OF THE COUNTY RECORDER

(PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE)

TO: Recorder

County of Alameda

Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names:

Grantor: The Duffield Family Foundation, a Nevada nonprofit corporation

Grantee: Veeva Systems Inc., a Delaware corporation

The property described in the accompanying document is located in the City of Pleasanton.

The amount of tax due on the accompanying document is $            .

x Computed on full value of property conveyed.

¨ Computed on full value, less liens and encumbrances remaining at the time of sale.

The Duffield Family Foundation, a Nevada

nonprofit corporation

By:

        Its:

Note: After the permanent record is made, this form will be affixed to the conveying document and returned with it.

D-3

EXHIBIT A TO GRANT DEED

LEGAL DESCRIPTION OF THE REAL PROPERTY

All of the real property in the County of Alameda, State of California, described as follows:

D-4

EXHIBIT E

AFFIDAVIT OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by             , a (“Seller”), the undersigned hereby certifies the following on behalf of Seller:

1. Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Seller is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations.

3. Seller’s Tax Identification Number is             ; and

4. Seller’s address is                                                  .

Seller understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Seller.

Dated:                     .

SELLER:

E-1

EXHIBIT F

BILL OF SALE

For valuable consideration, receipt of which is acknowledged, THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation (“Seller”), hereby sells, assigns, transfers and delivers “as is” without warranty or recourse and only to the extent of Seller’s interest, to VEEVA SYSTEMS INC., a Delaware corporation (“Purchaser”), all of the personal property described in Schedule A attached hereto and made a part hereof (the “Personal Property”). Seller hereby represents and warrants to Purchaser that Seller owns good and marketable title to the Personal Property, free and clear of any and all security agreements, financing statements or other liens or encumbrances.

Dated: .

[SELLER]

F-1

SCHEDULE A TO BILLOF SALE

Schedule of Personal Property

ALL PERSONAL PROPERTY OWNED BY SELLER LOCATED IN THE

IMPROVEMENTS AS OF THE EFFECTIVE DATE

F-2

EXHIBIT G

ASSIGNMENTOF CONTRACTS, WARRANTIESAND INTANGIBLES

This Assignment of Contracts, Warranties and Intangibles is made as of , 2014, by and between THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation (“Seller”), and VEEVA SYSTEMS INC., a Delaware corporation (“Purchaser”).

For valuable consideration, receipt of which is acknowledged, Seller and Purchaser agree as follows:

1. ASSIGNMENT AND ASSUMPTION; INDEMNITY.

(a) Seller hereby assigns and transfers to Purchaser all right, title and interest of Seller in, to and under (i) the contracts (the “Contracts”) described in Schedule A attached hereto and made a part hereof; (ii) all assignable existing warranties and guaranties issued to Seller in connection with the real property commonly known as 4280 Hacienda Drive located in Pleasanton, California, or any improvements thereon or personal property used in connection therewith (the “Warranties”), and (ii) to the extent assignable, all entitlements, permits, marks, logos and names related exclusively to the real property and improvements described in preceding clause (the “Intangibles”).

(b) Purchaser hereby accepts the foregoing assignment, and assumes and agrees to perform all of the covenants and agreements in the Contracts to be performed by Seller thereunder that arise or accrue from and after the date of this Assignment.

(c) Seller shall indemnify, defend and hold Purchaser harmless from any loss, claim or damage (including, without limitation, reasonable attorneys’ fees and costs and expenses of litigation) arising out of or resulting from any breach by Seller of its obligations under the Contracts, Warranties or Intangibles, if any, before the Closing Date. Purchaser shall indemnify, defend and hold Seller harmless from any loss, claim or damage (including, without limitation, reasonable attorneys’ fees and costs and expenses of litigation) arising out of or resulting from any breach by Purchaser of its obligations under the Contracts, Warranties or Intangibles, if any, on or after the Closing Date.

2. FURTHER ASSURANCES. Seller and Purchaser agree to execute such other documents and perform such other acts as may be reasonably necessary or proper and usual to effect this Assignment.

3. SUCCESSORSAND ASSIGNS. This Assignment shall be binding upon and shall inure to the benefit of Seller and Purchaser and their respective personal representatives, heirs, successors and assigns.

4. COUNTERPARTS. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

G-1

IN WITNESS WHEREOF, Seller and Purchaser have executed this Assignment as of the date first hereinabove written.

SELLER:	PURCHASER:
The Duffield Family Foundation,	Veeva Systems Inc., a Delaware corporation
a Nevada nonprofit corporation
	By:
By:
	Name:
Name:
	Title:
Title:

G-2

SCHEDULE A TO ASSIGNMENTOF CONTRACTS, WARRANTIESAND INTANGIBLES

Schedule of Contracts

NONE

G-3

EXHIBIT H

MEMORANDUM OF SALE AGREEMENT

H

RECORDING REQUESTED BY:

WHEN RECORDED, MAIL TO:

DZIDA, CAREY & STEINMAN (DPC)

3 Park Plaza, Suite 750

Irvine, California 92614

(Space Above for Recorder’s Use)

MEMORANDUM OF SALE AGREEMENT

This Memorandum of Sale Agreement (“Memorandum”) is made on                     , 2014, by THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation (“Seller”), and VEEVA SYSTEMS INC., a Delaware corporation (“Purchaser”).

RECITALS

A. Seller is the owner of certain real property in the County of Alameda, State of California, more particularly described on Exhibit “1” attached to and made a part of this Memorandum (“Property”).

B. Seller desires to sell the Property to Purchaser, and Purchaser desires to acquire the Property from Seller.

AGREEMENT

THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller agrees as follows:

1. Agreement. Seller has agreed to sell the Property to Purchaser in accordance with the terms of an unrecorded Purchaser and Sale Agreement dated May , 2014 (the “Agreement”) executed by Purchaser and Seller. The terms of the Agreement are incorporated in this Memorandum by this reference. Unless otherwise expressly provided in this Memorandum, all capitalized terms and phrases in this Memorandum shall have the same meanings given such terms in the Agreement.

2. Interpretation. The purpose of this Memorandum is to give notice of the existence of the rights of Purchaser under the Agreement. If there is any inconsistency between the provisions of this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control.

[SIGNATURES ON FOLLOWING PAGE]

H-1

[SIGNATURE PAGE TO

MEMORANDUM OF SALE AGREEMENT]

The Duffield Family Foundation, a Nevada nonprofit corporation	Veeva Systems Inc., a Delaware corporation
By:	By:
Name:	Name:
Title:	Title:
“Seller”	“Purchaser”

[NOTARIES ON FOLLOWING PAGE]

H-2

[NOTARY PAGE TO MEMORANDUM OF AGREEMENT]

STATE OF	)
	) ss
COUNTY OF )

On             , 2014, before me,                     , personally appeared                     , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(SEAL)        

STATE OF	)
	) ss
COUNTY OF )

On  , 2014, before me, , personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(SEAL)        

H-3

MEMORANDUM OF SALE AGREEMENT

EXHIBIT “1”

LEGAL DESCRIPTION OF THE PROPERTY

H-4

EXHIBIT I

QUITCLAIM DEED

I

RECORDING REQUESTED BY:

WHEN RECORDED, MAIL TO:

(Space Above for Recorder’s Use)

QUITCLAIM DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Veeva Systems Inc., a Delaware corporation (“Veeva”), does hereby REMISE, RELEASE AND QUITCLAIM to The Duffield Family foundation, a Nevada nonprofit corporation, all of Veeva’s right, title and interest in the real property in the County of Alameda, State of California, described on Exhibit “1” attached to and made a part of this Quitclaim Deed

VEEVA SYSTEMS INC., a Delaware

corporation

By:

Name:

Title:

[NOTARY ON FOLLOWING PAGE]

I-1

[NOTARY PAGE TO QUITCLAIM DEED]

STATE OF	)
	) ss
COUNTY OF )

On             , 2014, before me,                     , personally appeared                     , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(SEAL)        

I-2

SCHEDULE 4.1.1

Reviewed Materials

Britannia II Accessibility Summary

Britannia II Building and Zoning Analysis

Britannia II Parking Analysis

Alameda County Work Plan Approval 2011-03-23.pdf

Email re Large Diameter Borehole Drilling Schedule—2011-06-22.pdf

Letter from LPFD re Elevator Subsurface Leak—2011-03-15.pdf

Phase I ESA—Bureau Veritas—2010-07-22.pdf

Remediation Approach—PD Enviro 2011-03-17.pdf

Water Sample Results—4 radial borings—2011-04-19.pdf

4280 (E) 1st Fl Plan.dwg

4280 (E) 1st Fl Plan.pdf

4280 (E) 2nd Fl Plan.dwg

4280 (E) 2nd Fl Plan.pdf

4280 (E) Roof Plan.dwg

4280 (E) Roof Plan.pdf

ID Architecture Building Area.pdf

PCA—Orin Group—2009-07-06.pdf

Roof Warranty—BEP Pleasanton Investors LLC Rev 01.pdf

Seismic Assessment—SGH -2010-07-22.pdf

Notice of Intent to Install Solar Panels—Tyco—2006-03-17.pdf

Solar Panel Close-Out Binder 4280—EPS.pdf

ALTA Survey—Bock & Clark—2010-07-19.pdf

Property Management Files

Harding Lawson Phase I Assessment (1994)

Architectural Drawings

Bureau Veritas Phase I ESA (2011)

Rockridge Geotechnical Report (2013)

Rosenfeld Mechanical Assessment (2011)

Ted Jacobs Electrical Report (2011)

Solar Panel Installation Information

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is dated as of July 16, 2014, and is made by and between The Duffield Family Foundation, a Nevada nonprofit corporation (referred to herein as “Seller”), and Veeva Systems Inc., a Delaware corporation (“Purchaser”).

RECITALS

A. Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated June 11, 2014 concerning the purchase and sale of the improved real property located at 4280 Hacienda Drive, Pleasanton CA (the “Agreement”). Capitalized terms are used in this Amendment as such terms are defined in the Agreement.

B. Purchaser delivered the Approval Notice under Section 4.3.1 of the Agreement and instructed Escrow Holder to disburse the Deposit to Seller in accordance with the Agreement. The Deposit was inadvertently not disbursed within the two (2) Business Day period referenced in Section 4.3.1 of the Agreement.

C. The parties desire to confirm that, notwithstanding the failure to disburse the Deposit as required under Section 4.3.1 of the Agreement, the Agreement shall remain in full force and effect.

AMENDMENT

For good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

1. Notwithstanding that the Deposit was not disbursed to Seller within the two (2) Business Day period following the delivery of the Approval Notice as required under Section 4.3.1 of the Agreement, (i) Purchaser shall not be deemed to have elected to terminate the Agreement; and (ii) the Agreement is hereby reinstated and ratified and shall remain in full force and effect in accordance with its terms.

2. The parties agree that the last sentence of Section 4.3.1 regarding the execution and delivery of the Memorandum of Agreement and Quitclaim Deed is hereby deleted from the Agreement.

3. This Amendment may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one agreement.

THE DUFFIELD FAMILY FOUNDATION, a Nevada nonprofit corporation		VEEVA SYSTEMS INC, a Delaware corporation
By:	/s/ Amy Zeifang	By:	/s/ Josh Faddis
Amy Zeifang, Chairman		Josh Faddis, General Counsel

EX-31

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter P. Gassner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Veeva Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ PETER P. GASSNER

Peter P. Gassner

Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 11, 2014

EX-31

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy S. Cabral, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Veeva Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ TIMOTHY S. CABRAL

Timothy S. Cabral

Chief Financial Officer

(Principal Financial Officer)

Date: September 11, 2014

EX-32

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on my knowledge, I, Peter P. Gassner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Veeva Systems Inc. on Form 10-Q for the quarterly period ended July 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Veeva Systems Inc.

/s/ PETER P. GASSNER

Peter P. Gassner

Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 11, 2014

EX-32

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on my knowledge, I, Timothy S. Cabral, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Veeva Systems Inc. on Form 10-Q for the quarterly period ended July 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Veeva Systems Inc.

/s/ TIMOTHY S. CABRAL

Timothy S. Cabral

Chief Financial Officer

(Principal Financial Officer)

Date: September 11, 2014

XML

Capitalized Internal-Use Software - Schedule of Capitalized Internal-Use Software, Net (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Capitalized Computer Software Net [Abstract]
Capitalized internal-use software development costs	$ 3,093	$ 2,834
Less accumulated amortization	(1,665)	(1,249)
Capitalized internal-use software development costs, net	$ 1,428	$ 1,585

XML

Information about Geographic Areas - Long-Lived Assets by Geographic Area (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Long-lived assets by geography
Total long-lived assets	$ 27,025	$ 2,445
North America [Member]
Long-lived assets by geography
Total long-lived assets	26,075	1,341
Europe and other [Member]
Long-lived assets by geography
Total long-lived assets	358	509
Asia Pacific [Member]
Long-lived assets by geography
Total long-lived assets	$ 592	$ 595

XML

Stockholders' Equity - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) (Stock Options [Member])	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	50.00%	50.00%
Volatility, minimum			48.00%	42.00%
Volatility, maximum			50.00%	50.00%
Expected life (in years)		6 years 3 months 26 days
Risk-free interest rate, Minimum	1.93%	1.16%	1.85%	1.03%
Risk-free interest rate, Maximum	1.94%	1.69%	1.94%	1.69%
Dividend yield
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (in years)	6 years 3 months 11 days		6 years 3 months 7 days	6 years 3 months 26 days
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (in years)	6 years 3 months 26 days		6 years 3 months 26 days	8 years 2 months 23 days

XML

Stockholders' Equity - Summary of Stock Option Activity (Detail) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jul. 31, 2014	Jan. 31, 2014
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Number of shares, Options outstanding, Beginning Balance		25,424,437
Number of shares, Options granted		425,000
Number of shares, Options exercised		(2,848,717)
Number of shares, Options forfeited/cancelled		(873,310)
Number of shares, Options outstanding, Ending Balance	22,127,410	22,127,410	25,424,437
Number of shares, Options vested and exercisable	3,795,267	3,795,267
Number of shares, Options vested and exercisable and expected to vest thereafter	20,704,353	20,704,353
Weighted average exercise price, Options outstanding, Beginning Balance		$ 3.22
Weighted average exercise price, Options granted		$ 28.55
Weighted average exercise price, Options exercised		$ 0.78
Weighted average exercise price, Options forfeited/cancelled		$ 4.18
Weighted average exercise price, options outstanding, Ending Balance	$ 3.99	$ 3.99	$ 3.22
Weighted average exercise price, Options vested and exercisable	$ 1.43	$ 1.43
Weighted average exercise price, Options vested and exercisable and expected to vest thereafter	$ 3.95	$ 3.95
Weighted average remaining contractual term, Options outstanding		8 years 2 months 12 days	8 years 6 months
Weighted average remaining contractual term, Options vested and exercisable		6 years 10 months 24 days
Weighted average remaining contractual term, Options vested and exercisable and expected to vest thereafter		8 years 2 months 12 days
Aggregate intrinsic value, Options Outstanding, Beginning Balance		$ 726,649,586
Aggregate intrinsic value, Options exercised	31,700,000	62,458,072
Aggregate intrinsic value, Options Outstanding, Ending Balance	441,740,526	441,740,526	726,649,586
Aggregate intrinsic value, Options vested and exercisable	85,045,568	85,045,568
Aggregate intrinsic value, Options vested and exercisable and expected to vest thereafter	$ 414,093,778	$ 414,093,778

XML

Short-Term Investments - Schedule of Short-Term Investments (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	$ 210,136	$ 25,610
Available-for-sale securities, Gross Unrealized Gains	41	16
Available-for-sale securities, Gross Unrealized Losses	(91)	(1)
Available-for-sale securities, Estimated Fair Value	210,086	25,625
Asset backed-securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	3,700
Available-for-sale securities, Gross Unrealized Gains	1
Available-for-sale securities, Gross Unrealized Losses	(6)
Available-for-sale securities, Estimated Fair Value	3,695
Commercial paper [Member]
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	4,999
Available-for-sale securities, Estimated Fair Value	4,999
Corporate notes and bonds [Member]
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	33,525	10,499
Available-for-sale securities, Gross Unrealized Gains	12	9
Available-for-sale securities, Gross Unrealized Losses	(21)	(1)
Available-for-sale securities, Estimated Fair Value	33,516	10,507
U.S. agency obligations [Member]
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	136,015	15,111
Available-for-sale securities, Gross Unrealized Gains	20	7
Available-for-sale securities, Gross Unrealized Losses	(52)
Available-for-sale securities, Estimated Fair Value	135,983	15,118
U.S. treasury securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, Amortized Cost	31,897
Available-for-sale securities, Gross Unrealized Gains	8
Available-for-sale securities, Gross Unrealized Losses	(12)
Available-for-sale securities, Estimated Fair Value	$ 31,893

XML

Fair Value Measurements (Tables)

6 Months Ended

Jul. 31, 2014

Fair Value Hierarchy for Financial Assets Measured at Fair Value on Recurring Basis

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of July 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	42,995	$	—	$	—	$	42,995
Commercial paper		—		2,600		—		2,600
U.S. agency obligations		—		17,984		—		17,984
Short-term investments:
Asset backed-securities		—		3,695		—		3,695
Commercial paper		—		4,999		—		4,999
Corporate notes and bonds		—		33,516		—		33,516
U.S. agency obligations		—		135,983		—		135,983
U.S. treasury securities		—		31,893		—		31,893
Total	$	42,995	$	230,670	$	—	$	273,665

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of January 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	170,235	$	—	$	—	$	170,235
Commercial paper		—		9,999		—		9,999
U.S. treasury securities		—		33,153		—		33,153
Short-term investments:
Corporate notes and bonds		—		10,507		—		10,507
U.S. agency obligations		—		15,118		—		15,118
Total	$	170,235	$	68,777	$	—	$	239,012

XML

Net Income per Share Attributable to Common Stockholders - Numerators and Denominators of the Basic and Diluted EPS Computations for Common Stock (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net income	$ 9,578	$ 5,998	$ 16,799	$ 10,843
Weighted average shares used in computing net income per share attributable to common stockholders, basic	127,314	24,418	125,632	23,440
Net income per share attributable to common stockholders, basic	$ 0.07	$ 0.05	$ 0.13	$ 0.09
Reallocation as a result of conversion of Class B to Class A common stock:
Number of shares used for basic EPS computation	127,314	24,418	125,632	23,440
Weighted average shares used in computing net income per share attributable to common stockholders, diluted	143,353	37,038	143,506	35,833
Net income per share attributable to common stockholders, diluted	$ 0.07	$ 0.03	$ 0.12	$ 0.06
Class A common stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net income	3,330		4,428
Undistributed earnings allocated to participating securities	(31)		(41)
Net income attributable to common stockholders, basic	3,299		4,387
Weighted average shares used in computing net income per share attributable to common stockholders, basic	44,261		33,113
Net income per share attributable to common stockholders, basic	$ 0.07		$ 0.13
Net income attributable to common stockholders, basic	3,299		4,387
Reallocation as a result of conversion of Class B to Class A common stock:
Net income attributable to common stockholders, basic	6,191		12,256
Net income attributable to common stockholders, diluted	9,490		16,643
Number of shares used for basic EPS computation	44,261		33,113
Conversion of Class B to Class A common stock	83,053		92,519
Effect of potentially dilutive common shares	16,039		17,874
Weighted average shares used in computing net income per share attributable to common stockholders, diluted	143,353		143,506
Net income per share attributable to common stockholders, diluted	$ 0.07		$ 0.12
Class B common stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net income	6,248	5,998	12,371	10,843
Noncumulative dividends on convertible preferred stock		(140)		(280)
Undistributed earnings allocated to participating securities	(57)	(4,583)	(115)	(8,341)
Net income attributable to common stockholders, basic	6,191	1,275	12,256	2,222
Weighted average shares used in computing net income per share attributable to common stockholders, basic	83,053	24,418	92,519	23,440
Net income per share attributable to common stockholders, basic	$ 0.07	$ 0.05	$ 0.13	$ 0.09
Net income attributable to common stockholders, basic	6,191	1,275	12,256	2,222
Reallocation as a result of conversion of Class B to Class A common stock:
Reallocation of net income to Class B common stock	369		546
Net income attributable to common stockholders, diluted	$ 6,560	$ 1,275	$ 12,802	$ 2,222
Number of shares used for basic EPS computation	83,053	24,418	92,519	23,440
Effect of potentially dilutive common shares	16,039	12,620	17,874	12,393
Weighted average shares used in computing net income per share attributable to common stockholders, diluted	99,092	37,038	110,393	35,833
Net income per share attributable to common stockholders, diluted	$ 0.07	$ 0.03	$ 0.12	$ 0.06

XML

Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 31, 2014	Jul. 31, 2014
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 0.4	$ 0.8

XML

Property and Equipment, Net - Components of Property and Equipment, Net (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014	Jul. 31, 2014 Land and Building [Member]	Jul. 22, 2014 Land and Building [Member]	Jul. 31, 2014 Equipment and computers [Member]	Jan. 31, 2014 Equipment and computers [Member]	Jul. 31, 2014 Furniture and fixtures [Member]	Jan. 31, 2014 Furniture and fixtures [Member]	Jul. 31, 2014 Leasehold improvements [Member]	Jan. 31, 2014 Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 29,059	$ 3,839	$ 24,024	$ 24,024	$ 2,845	$ 1,912	$ 1,085	$ 948	$ 1,105	$ 979
Less accumulated depreciation	(2,034)	(1,394)
Total property and equipment, net	$ 27,025	$ 2,445

XML

Commitments and Contingencies - Additional Information (Detail) (Value-Added Reseller Agreement [Member], USD $) In Millions, unless otherwise specified	0 Months Ended
	Mar. 03, 2014	Jul. 31, 2014 Prior to September 1, 2025 [Member]
Other Commitments [Line Items]
Minimum fee commitment obligation		$ 486.2
Agreement extension period	10 years

XML

Stockholders' Equity - Summary of Restricted Stock Unit (RSU) Activity (Detail) (Restricted Stock Units (RSUs) [Member], USD $)	3 Months Ended	6 Months Ended
	Jul. 31, 2014	Jul. 31, 2014
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unreleased Restricted Stock Units, Beginning Balance		156,050
Unreleased Restricted Stock Units, RSUs granted		406,535
Unreleased Restricted Stock Units, RSUs vested		(29,292)
Unreleased Restricted Stock Units, RSUs forfeited/cancelled		(23,039)
Unreleased Restricted Stock Units, Ending Balance	510,254	510,254
Weighted average grant date fair value, Beginning Balance		$ 36.52
Weighted average grant date fair value, RSUs granted	$ 22.03	$ 24.35
Weighted average grant date fair value, RSUs vested		$ 22.64
Weighted average grant date fair value, RSUs forfeited/cancelled		$ 36.83
Weighted average grant date fair value, Ending Balance	$ 27.61	$ 27.61

XML

Short-Term Investments

6 Months Ended

Jul. 31, 2014

Short-Term Investments

Note 2. Short-Term Investments

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All short-term investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income, a component of stockholders’ equity. We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the condensed consolidated statements of comprehensive income. Interest, amortization of premiums, and accretion of discount on all short-term investments classified as available for sale are also included as a component of other income (expense), net, in the condensed consolidated statements of comprehensive income.

At July 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Asset-backed securities	$	3,700	$	1	$	(6	)	$	3,695
Commercial paper		4,999		—		—			4,999
Corporate notes and bonds		33,525		12		(21	)		33,516
U.S. agency obligations		136,015		20		(52	)		135,983
U.S. treasury securities		31,897		8		(12	)		31,893
Total available-for-sale securities	$	210,136	$	41	$	(91	)	$	210,086

At January 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Corporate notes and bonds	$	10,499	$	9	$	(1	)	$	10,507
U.S. agency obligations		15,111		7	$	—			15,118
Total available-for-sale securities	$	25,610	$	16	$	(1	)	$	25,625

We may sell our short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets.

The following table summarizes the estimated fair value of our short-term investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of the dates shown (in thousands):

	July 31,		January 31,
	2014		2014
Due in one year or less	$	81,130	$	17,667
Due in greater than one year		128,956		7,958
Total	$	210,086	$	25,625

We have certain available-for-sale securities in a gross unrealized loss position, all of which have been in such position for less than 12 months. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the investment’s amortized-cost basis. If we determine that an other-than-temporary decline exists in one of these securities, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized to other income, net in our condensed consolidated statements of comprehensive income. Any portion not related to credit loss would be included in accumulated other comprehensive income. There were no impairments considered other-than-temporary as of July 31, 2014 and January 31, 2014.

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of July 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Asset-backed securities	$	2,293	$	(6	)
Corporate notes and bonds		18,040		(21	)
U.S. agency obligations		89,105		(52	)
U.S. treasury securities		15,688		(12	)

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of January 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Corporate notes and bonds	$	1,403	$	(1	)

XML

Fair Value Measurements - Fair Value Hierarchy for Financial Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	$ 210,086	$ 25,625
Commercial paper [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	4,999
U.S. agency obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	135,983	15,118
Asset backed-securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	3,695
Corporate notes and bonds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	33,516	10,507
U.S. treasury securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	31,893
Fair value, measurements recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	273,665	239,012
Fair value, measurements recurring [Member] | Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	42,995	170,235
Fair value, measurements recurring [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	230,670	68,777
Fair value, measurements recurring [Member] | Money market funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	42,995	170,235
Fair value, measurements recurring [Member] | Money market funds [Member] | Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	42,995	170,235
Fair value, measurements recurring [Member] | Commercial paper [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	2,600	9,999
Short-term investments	4,999
Fair value, measurements recurring [Member] | Commercial paper [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	2,600	9,999
Short-term investments	4,999
Fair value, measurements recurring [Member] | U.S. agency obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	17,984
Short-term investments	135,983	15,118
Fair value, measurements recurring [Member] | U.S. agency obligations [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	17,984
Short-term investments	135,983	15,118
Fair value, measurements recurring [Member] | Asset backed-securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	3,695
Fair value, measurements recurring [Member] | Asset backed-securities [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	3,695
Fair value, measurements recurring [Member] | Corporate notes and bonds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	33,516	10,507
Fair value, measurements recurring [Member] | Corporate notes and bonds [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term investments	33,516	10,507
Fair value, measurements recurring [Member] | U.S. treasury securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents		33,153
Short-term investments	31,893
Fair value, measurements recurring [Member] | U.S. treasury securities [Member] | Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents		33,153
Short-term investments	$ 31,893

XML

Summary of Business and Significant Accounting Policies - Additional Information (Detail) (Class A common stock [Member], USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	6 Months Ended
	Mar. 31, 2014	Jul. 31, 2014
Class A common stock [Member]
Subsidiary Sale Of Stock [Line Items]
Shares issued in follow-on offering	13,800,000
Shares sold to underwriters under over-allotment option	1,800,000
Shares sold and issued by the Company	1,390,000
Shares sold by certain selling shareholders	12,410,000
Offering price per share	$ 26.35
Net proceeds from initial public offering, after deducting underwriting discounts and commissions	$ 35.3
Estimated offering costs	0.8
Net cash proceeds from offering		$ 34.5

XML

Information about Geographic Areas (Tables)

6 Months Ended

Jul. 31, 2014

Revenues by Geographic Area

Revenues by geographic area, as measured by the estimated location of the end users for subscription services revenues and the estimated location of the users for which the services were performed for professional services revenues, were as follows for the periods shown below (in thousands):

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Revenues by geography
North America	$	41,865	$	29,619	$	79,343	$	55,535
Europe and other		20,047		11,837		36,593		22,470
Asia Pacific		13,752		8,125		26,449		14,364
Total revenues	$	75,664	$	49,581	$	142,385	$	92,369

Long-Lived Assets by Geographic Area

Long-lived assets by geographic area are as follows as of the date shown (in thousands):

	July 31,		January 31,
	2014		2014
Long-lived assets by geography
North America	$	26,075	$	1,341
Europe and other		358		509
Asia Pacific		592		595
Total long-lived assets	$	27,025	$	2,445

XML

Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Income Tax Contingency [Line Items]
Effective tax rates	42.60%	38.60%	42.50%	37.90%
Increase in effective tax rate	4.00%		4.60%

XML

Summary of Business and Significant Accounting Policies - Additional Information 1 (Detail)	6 Months Ended
	Jul. 31, 2014
Minimum [Member]
Concentration Risk [Line Items]
Customer payment terms	30 days
Minimum [Member] | Accounts receivable [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Minimum [Member] | Revenues [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Maximum [Member]
Concentration Risk [Line Items]
Customer payment terms	60 days

XML

Summary of Business and Significant Accounting Policies - Schedule of Certain Risks and Concentrations of Credit Risk (Detail)	12 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jan. 31, 2014 Accounts receivable [Member] Customer 1 [Member]	Jul. 31, 2014 Accounts receivable [Member] Customer 2 [Member]	Jul. 31, 2014 Accounts receivable [Member] Customer 3 [Member]	Jul. 31, 2013 Revenues [Member] Customer 1 [Member]	Jul. 31, 2013 Revenues [Member] Customer 1 [Member]	Jul. 31, 2014 Revenues [Member] Customer 2 [Member]	Jul. 31, 2013 Revenues [Member] Customer 2 [Member]	Jul. 31, 2014 Revenues [Member] Customer 2 [Member]	Jul. 31, 2013 Revenues [Member] Customer 2 [Member]	Jul. 31, 2014 Revenues [Member] Customer 3 [Member]	Jul. 31, 2013 Revenues [Member] Customer 3 [Member]	Jul. 31, 2014 Revenues [Member] Customer 3 [Member]	Jul. 31, 2013 Revenues [Member] Customer 3 [Member]
Concentration Risk [Line Items]
Concentrations of credit risk, percentage	10.00%	18.00%	14.00%	11.00%	11.00%

XML

Summary of Business and Significant Accounting Policies

6 Months Ended

Jul. 31, 2014

Summary of Business and Significant Accounting Policies

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

Veeva provides industry-specific, cloud-based software solutions for the life sciences industry, which we refer to as Industry Cloud solutions. Our Industry Cloud solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solutions, Veeva CRM, and the applications that complement Veeva CRM, enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions, Veeva Vault, enable our customers to manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution, Veeva Network, which includes our proprietary database of healthcare provider and healthcare organization data, enables our customers to create and maintain accurate customer data. Our fiscal year end is January 31.

Follow-on Offering

On March 31, 2014, we closed our follow-on offering of 13,800,000 shares of Class A common stock (inclusive of 1,800,000 shares sold upon the full exercise of the over-allotment option granted to the underwriters), which included 1,390,000 shares sold by us and a total of 12,410,000 shares sold by certain selling stockholders. The public offering price of the shares sold in the offering was $26.35 per share. We did not receive any proceeds from the sales of shares by the selling stockholders. Our proceeds from the offering were approximately $35.3 million after deducting underwriting discounts and commissions, and before deducting $0.8 million in total estimated offering expenses. As of July 31, 2014, we had received net cash proceeds of $34.5 million.

Principles of Consolidation and Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting, and include the accounts of our wholly owned subsidiaries after elimination of intercompany accounts and transactions. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Veeva’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, filed on March 18, 2014. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes.

The consolidated balance sheet as of January 31, 2014 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, our comprehensive income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2015 or any other period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the condensed consolidated financial statements and the notes thereto. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Significant items subject to such estimates and assumptions include, but are not limited to:

— the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;

— the realizability of deferred income tax assets;

— the fair value of our stock-based awards; and

— the capitalization and estimated useful life of internal-use software development costs.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

Revenue Recognition

We derive our revenues from two sources: (i) subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and (ii) related professional services and other revenues. Professional services and other revenues generally include consulting, data services and training. We commence revenue recognition when all of the following conditions are satisfied:

— there is persuasive evidence of an arrangement;

— the service has been or is being provided to the customer;

— the collection of the fees is reasonably assured; and

— the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancellable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales or excise taxes.

Subscription Services Revenues

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription arrangements are considered service contracts, and the customer does not have the right to take possession of the software.

Professional Services and Other Revenues

The majority of our professional services arrangements are recognized on a time and material basis. Professional services revenues recognized on a time and material basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on progress against input measures, such as hours incurred. Data services and training revenues are generally recognized as the services are performed.

Multiple Element Arrangements

We apply the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2009-13, Multiple—Deliverable Revenue Arrangements, to allocate revenues based on relative best estimated selling price to each unit of accounting in multiple element arrangements, which generally include subscriptions and professional services. Best estimated selling price of each unit of accounting included in a multiple element arrangement is based upon management’s estimate of the selling price of deliverables when vendor specific objective evidence or third-party evidence of selling price is not available.

Our multiple element arrangements contain non-software deliverables such as our subscription offerings and professional services. For these arrangements we must: (i) determine whether each deliverable has stand-alone value; (ii) determine the estimated selling price of each element using the selling price hierarchy of vendor-specific objective evidence (VSOE) of fair value, third-party evidence (TPE) or best estimated selling price (BESP), as applicable; and (iii) allocate the total price among the various deliverables based on the relative selling price method.

In determining whether professional services and other revenues have stand-alone value, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, the nature of the consulting services and whether the professional services are required in order for the customer to use the subscription services.

We have determined that we are not able to establish VSOE of fair value or TPE of selling price for any of our deliverables, and accordingly we use BESP for each deliverable in the arrangement. The objective of BESP is to estimate the price at which we would transact a sale of the service deliverables if the services were sold on a stand-alone basis. Revenue allocated to each deliverable is recognized when the basic revenue recognition criteria are met for each deliverable.

We determine BESP for our subscription services included in a multiple element subscription arrangement by considering multiple factors including, but not limited to, stated subscription renewal rates offered to the customer to renew the service and other major groupings such as customer type and geography.

BESP for professional services considers the discount of actual professional services sold compared to list price, the experience level of the individual performing the service and geography.

Deferred Revenue

Deferred revenue includes amounts billed to customers for which the revenue recognition criteria have not been met. The majority of deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. We generally invoice our customers in annual, quarterly or monthly installments for the subscription services, which are typically contracted for a term of one year or less. Accordingly, the deferred revenue balance does not generally represent the total contract value of a subscription arrangement. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue.

Certain Risks and Concentrations of Credit Risk

Our revenues are derived from subscription services and professional services delivered primarily to the pharmaceutical and life sciences industry. We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

Our financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable. Our cash equivalents and short-term investments are held in safekeeping by large, credit-worthy financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these financial institutions may exceed federally insured limits.

We do not require collateral from our customers and generally require payment within 30 to 60 days of billing. We periodically evaluate the collectibility of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on historical experience. Historically, such losses have not been material.

The following customers individually exceeded 10% of total accounts receivable as of the dates shown:

	July 31,		January 31,
	2014		2014
Customer 1	*			10%
Customer 2		18%	*
Customer 3		14	*

*Does not exceed 10%.

The following customers individually exceeded 10% of total revenues for the periods shown:

	Three Months Ended July 31,			Six Months Ended July 31,
	2014	2013		2014	2013
Customer 1	*		11%	*		11%
Customer 2	*	*		*	*
Customer 3	*	*		*	*

*Does not exceed 10%.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 supersedes the existing revenue recognition guidance in “Revenue Recognition (Topic 605)” and will be effective for our fiscal year beginning February 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

XML

Summary of Business and Significant Accounting Policies - Schedule of Certain Risks and Concentrations of Credit Risk (Parenthetical) (Detail) (Customer concentration risk [Member])	6 Months Ended
	Jul. 31, 2014
Accounts receivable [Member]
Concentration Risk [Line Items]
Minimum credit risk, percentage	10.00%
Revenues [Member]
Concentration Risk [Line Items]
Minimum credit risk, percentage	10.00%

XML

Capitalized Internal-Use Software - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Movement In Capitalized Computer Software Net [Roll Forward]
Capitalized internal-use software development costs			$ 0.3	$ 0.3
Capitalized internal-use software amortization expense	$ 0.2	$ 0.1	$ 0.4	$ 0.2

XML

Information about Geographic Areas - Revenues by Geographic Area (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Revenues by geography
Total revenues	$ 75,664	$ 49,581	$ 142,385	$ 92,369
North America [Member]
Revenues by geography
Total revenues	41,865	29,619	79,343	55,535
Europe and other [Member]
Revenues by geography
Total revenues	20,047	11,837	36,593	22,470
Asia Pacific [Member]
Revenues by geography
Total revenues	$ 13,752	$ 8,125	$ 26,449	$ 14,364

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Current assets:
Cash and cash equivalents	$ 140,116	$ 262,507
Short-term investments	210,086	25,625
Accounts receivable, net of allowance for doubtful accounts of $386 and $305, respectively	61,897	58,433
Deferred income taxes	2,075	2,075
Income tax receivable	4,840	1,389
Other current assets	3,991	3,703
Total current assets	423,005	353,732
Property and equipment, net	27,025	2,445
Capitalized internal-use software, net	1,428	1,585
Goodwill	4,850	4,850
Intangible assets, net	5,727	6,551
Other long-term assets	2,206	1,145
Total assets	464,241	370,308
Current liabilities:
Accounts payable	1,798	2,117
Accrued compensation and benefits	6,975	8,750
Accrued expenses and other liabilities	8,249	7,931
Income tax payable	932	439
Deferred revenue	85,303	67,380
Total current liabilities	103,257	86,617
Deferred income taxes, noncurrent	1,698	1,698
Other long-term liabilities	1,899	1,897
Total liabilities	106,854	90,212
Commitments and contingencies (Note 10)
Stockholders’ equity:
Additional paid-in capital	292,151	231,534
Accumulated other comprehensive income (loss)	(106)	19
Retained earnings	65,341	48,542
Total stockholders’ equity	357,387	280,096
Total liabilities and stockholders’ equity	464,241	370,308
Class A common stock [Member]
Stockholders’ equity:
Common stock
Class B common stock [Member]
Stockholders’ equity:
Common stock	$ 1	$ 1

XML

Stockholders' Equity - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Jan. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested shares subject to repurchase at an aggregate price	$ 200,000		$ 200,000		$ 500,000
Weighted-average grant date fair value of options granted	$ 9.79	$ 3.39	$ 13.80	$ 2.47
Unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options granted	38,800,000		38,800,000
Weighted average period of unvested stock options			4 years 9 months 18 days
Closing stock price	$ 23.80		$ 23.80
Intrinsic value of options exercised	31,700,000		62,458,072
2013 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock acquire at fair market value			85.00%
Common stock purchases through payroll deductions			15.00%
Common stock shares purchased under ESPP	350,059		350,059
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, RSUs Granted	$ 22.03		$ 24.35
Unrecognized compensation cost, net of estimated forfeitures, related to unvested RSUs	$ 13,300,000		$ 13,300,000
Weighted-average period related to unvested restricted stock unit			3 years 7 months 6 days
Class A common stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares outstanding	51,320,771		51,320,771		15,044,750
Class B common stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares outstanding	78,088,842		78,088,842		109,746,795
Common stock, shares unvested	968,957		968,957		1,824,457

XML

Condensed Consolidated Statements of Stockholders Equity (USD $) In Thousands, except Share data	Total	Class A & B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]
Beginning balance, value at Jan. 31, 2014	$ 280,096	$ 1	$ 231,534	$ 48,542	$ 19
Beginning balance, shares at Jan. 31, 2014		124,791,545
Issuance of common stock upon exercise of stock options (unaudited) , value	2,212		2,212
Issuance of common stock upon exercise of stock options (unaudited) , shares	2,848,717	2,848,717
Vesting of early exercised stock options (unaudited)	231		231
Stock-based compensation expense (unaudited)	6,695		6,695
Issuance of common shares under Employee Stock Purchase Plan (unaudited), value	5,951		5,951
Issuance of common shares under Employee Stock Purchase Plan (unaudited), shares		350,059
Issuance of restricted stock units (unaudited), shares		29,292
Follow-on offering, net of issuance costs (unaudited) , value	34,495		34,495
Follow-on offering, net of issuance costs (unaudited) , shares		1,390,000
Excess tax benefits from employee stock plans (unaudited)	11,033		11,033
Other comprehensive income (unaudited)	(125)				(125)
Net income (unaudited)	16,799			16,799
Ending balance (unaudited), value at Jul. 31, 2014	$ 357,387	$ 1	$ 292,151	$ 65,341	$ (106)
Ending balance (unaudited), shares at Jul. 31, 2014		129,409,613

XML

Short-Term Investments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Other-than temporary impairment losses on investments	$ 0	$ 0

XML

Property and Equipment, Net (Tables)

6 Months Ended

Jul. 31, 2014

Components of Property and Equipment, Net

Property and equipment, net consists of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Land and building	$	24,024		$	—
Equipment and computers		2,845			1,912
Furniture and fixtures		1,085			948
Leasehold improvements		1,105			979
		29,059			3,839
Less accumulated depreciation		(2,034	)		(1,394	)
Total property and equipment, net		27,025			2,445

XML

Short-Term Investments - Schedule of Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Gross Unrealized Losses	$ (91)	$ (1)
Asset backed-securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Fair Value	2,293
Gross Unrealized Losses	(6)
Corporate notes and bonds [Member]
Schedule Of Available For Sale Securities [Line Items]
Fair Value	18,040	1,403
Gross Unrealized Losses	(21)	(1)
U.S. agency obligations [Member]
Schedule Of Available For Sale Securities [Line Items]
Fair Value	89,105
Gross Unrealized Losses	(52)
U.S. treasury securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Fair Value	15,688
Gross Unrealized Losses	$ (12)

XML

Intangible Assets (Tables)

6 Months Ended

Jul. 31, 2014

Details of Intangible Assets

The following schedule presents the details of intangible assets as of July 31, 2014 (in thousands):

	July 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(820	)	$	2,860		3.9
Database		2,570		(716	)		1,854		2.9
Customer relationships		1,020		(189	)		831		4.9
Software		304		(122	)		182		1.8
	$	7,574	$	(1,847	)	$	5,727

The following schedule presents the details of intangible assets as of January 31, 2014 (in thousands):

	January 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(452	)	$	3,228		4.4
Database		2,570		(394	)		2,176		3.4
Customer relationships		1,020		(104	)		916		5.4
Software		304		(73	)		231		2.3
	$	7,574	$	(1,023	)	$	6,551

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Cash flows from operating activities
Net income	$ 9,578	$ 5,998	$ 16,799	$ 10,843
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	991	511	1,921	778
Amortization of premiums on short-term investments	421	89	733	178
Stock-based compensation	3,400	1,215	6,656	1,950
Deferred income taxes		(173)		(173)
Bad debt expense	41	191	69	282
Changes in operating assets and liabilities:
Accounts receivable	(721)	453	(3,533)	(435)
Income taxes	(280)	(3,590)	(2,958)	(3,983)
Other current and long-term assets	511	(365)	(1,350)	(893)
Accounts payable	(1,210)	(401)	(298)	(2,103)
Accrued expenses and other current liabilities	(6,544)	(808)	(1,226)	4,139
Deferred revenue	10,431	3,897	17,923	9,353
Long-term liabilities	(10)	221	2	325
Net cash provided by operating activities	16,608	7,238	34,738	20,261
Cash flows from investing activities
Purchases of short-term investments	(94,776)	(1,414)	(229,892)	(2,771)
Maturities and sales of investments	40,763	1,900	44,630	2,600
Purchases of property and equipment	(24,983)	(884)	(25,282)	(1,101)
Acquisitions, net of cash acquired		(12,149)		(12,149)
Payments for capitalized internal-use software		(293)	(220)	(293)
Proceeds from note receivable–related party				253
Payments for restricted cash and deposits	4	215	1	3
Net cash used in investing activities	(78,992)	(12,625)	(210,763)	(13,458)
Cash flows from financing activities
Proceeds from early exercise of common stock options		24		67
Proceeds from exercise of common stock options	1,527	146	2,212	377
Proceeds from Employee Stock Purchase Plan	5,951		5,951
Net proceeds from (payments for) offerings	(499)	(529)	34,495	(529)
Excess tax benefits from employee stock plans	6,654		11,033
Net cash provided by (used in) financing activities	13,633	(359)	53,691	(85)
Effect of exchange rate changes on cash and cash equivalents	(21)		(57)
Net change in cash and cash equivalents	(48,772)	(5,746)	(122,391)	6,718
Cash and cash equivalents at beginning of period	188,888	44,354	262,507	31,890
Cash and cash equivalents at end of period	140,116	38,608	140,116	38,608
Supplemental disclosures of other cash flow information:
Cash paid for income taxes	706	7,041	4,624	9,986
Non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses	(90)	8	(21)	26
Vesting of early exercised stock options	$ 112	$ 95	$ 231	$ 248

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Allowance for doubtful accounts	$ 386	$ 305
Class A common stock [Member]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	51,320,771	15,044,750
Common stock, shares outstanding	51,320,771	15,044,750
Class B common stock [Member]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	78,088,842	109,746,795
Common stock, shares outstanding	78,088,842	109,746,795

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Commitments and Contingencies

6 Months Ended

Jul. 31, 2014

Commitments and Contingencies

Note 10.Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

On August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a lawsuit against us in the U.S. District Court for the Northern District of California, alleging that Veeva CRM Approved Email infringes U.S. Patent No. 7,634,556 held by Prolifiq. Prolifiq filed a First Amended Complaint on September 10, 2013, alleging that Veeva CRM Approved Email also infringes U.S. Patent Nos. 7,707,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq, in addition to U.S. Patent No. 7,634,556. The First Amended Complaint seeks unspecified monetary damages, attorneys’ fees, costs and injunctive relief against us. We answered the First Amended Complaint on October 1, 2013. Prolifiq filed a Second Amended Complaint on October 10, 2013, asserting the same five patents. We answered the Second Amended Complaint on October 24, 2013. On January 31, 2014, Prolifiq’s claims related to U.S. Patent Nos. 7,707,317, 7,966,374 and 8,171,077 were dismissed without prejudice pursuant to a stipulation of dismissal. On April 4, 2014, Prolifiq filed a Third Amended Complaint. In addition to its remaining claims of patent infringement, Prolifiq seeks to assert a cause of action for alleged trade secret misappropriation. We answered the Third Amended Complaint on June 10, 2014.  The court issued a claim construction order on August 6, 2014, which, in addition to construing the claims, also held that several claims of the patents that Prolifiq asserted in the case were invalid as indefinite. Discovery remains open and a trial date has been set for May 18, 2015. Separately, on August 6, 2014, we filed a proceeding in the U.S. Patent and Trademark Office challenging the patentability of U.S. Patent No. 7,634,556; this proceeding is referred to as an Inter Partes Review. On August 9 and 10, 2014, we filed additional Inter Partes Review proceedings against the remaining four patents asserted by Prolifiq in the First Amended Complaint. Based on the facts available at this time, the ultimate resolution of this matter and the associated financial impact, if any, remains uncertain. Even if the result of this litigation is adverse to us, the amount or range of possible losses to which we are exposed cannot be reasonably estimated at this time. While Veeva CRM Approved Email revenues have represented a very minor portion of our total revenues, intellectual property litigation is subject to inherent uncertainties, and there can be no assurance that the expenses associated with defending any litigation or the resolution of this dispute would not have a material adverse impact on our results of operations or cash flows.

From time to time, we may be involved in other legal proceedings and subject to claims incident to the ordinary course of business. Although the results of such legal proceedings and claims cannot be predicted with certainty, we believe we are not currently a party to any legal proceedings, other than as set forth above, the outcome of which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial position. Regardless of the outcome, such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

Value-Added Reseller Agreement

We have a value-added reseller agreement with salesforce.com, inc. for our use of the Salesforce Platform in combination with our developed technology to deliver our Veeva CRM solution, including hosting infrastructure and data center operations provided by salesforce.com. On March 3, 2014, we extended the term of the Value-Added Reseller Agreement for an additional ten years through September 1, 2025 and amended our minimum order commitments. As of July 31, 2014, we remained obligated to pay fees of at least $486.2 million prior to September 1, 2025 in connection with this agreement.

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Document and Entity Information	6 Months Ended
	Jul. 31, 2014	Aug. 29, 2014 Class A common stock [Member]	Aug. 29, 2014 Class B common stock [Member]
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	VEEV
Entity Registrant Name	VEEVA SYSTEMS INC
Entity Central Index Key	0001393052
Current Fiscal Year End Date	--01-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		51,982,632	77,855,117

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Information about Geographic Areas

6 Months Ended

Jul. 31, 2014

Information about Geographic Areas

Note 11. Information about Geographic Areas

We track and allocate revenues by the principal geographic region of our customers’ end users rather than by individual country, which makes it impractical to disclose revenues for the United States or other specific foreign countries. Revenues by geographic area, as measured by the estimated location of the end users for subscription services revenues and the estimated location of the users for which the services were performed for professional services revenues, were as follows for the periods shown below (in thousands):

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Revenues by geography
North America	$	41,865	$	29,619	$	79,343	$	55,535
Europe and other		20,047		11,837		36,593		22,470
Asia Pacific		13,752		8,125		26,449		14,364
Total revenues	$	75,664	$	49,581	$	142,385	$	92,369

Long-lived assets by geographic area are as follows as of the date shown (in thousands):

	July 31,		January 31,
	2014		2014
Long-lived assets by geography
North America	$	26,075	$	1,341
Europe and other		358		509
Asia Pacific		592		595
Total long-lived assets	$	27,025	$	2,445

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jul. 31, 2014		Jul. 31, 2013		Jul. 31, 2014		Jul. 31, 2013
Revenues:
Subscription services	$ 56,572		$ 34,063		$ 105,093		$ 62,000
Professional services and other	19,092		15,518		37,292		30,369
Total revenues	75,664		49,581		142,385		92,369
Cost of revenues:
Cost of subscription services	13,346	[1]	7,948	[1]	25,386	[1]	14,898	[1]
Cost of professional services and other	14,790	[1]	11,195	[1]	28,700	[1]	21,954	[1]
Total cost of revenues	28,136	[1]	19,143	[1]	54,086	[1]	36,852	[1]
Gross profit	47,528		30,438		88,299		55,517
Operating expenses:
Research and development	9,787	[1]	6,357	[1]	18,779	[1]	11,884	[1]
Sales and marketing	13,810	[1]	9,610	[1]	26,624	[1]	17,272	[1]
General and administrative	7,146	[1]	4,633	[1]	13,554	[1]	8,350	[1]
Total operating expenses	30,743	[1]	20,600	[1]	58,957	[1]	37,506	[1]
Operating income	16,785		9,838		29,342		18,011
Other expense, net	(101)		(65)		(131)		(564)
Income before income taxes	16,684		9,773		29,211		17,447
Provision for income taxes	7,106		3,775		12,412		6,604
Net income	9,578		5,998		16,799		10,843
Net income attributable to Class A and Class B common stockholders, basic and diluted	9,490		1,275		16,643		2,222
Net income per share attributable to Class A and Class B common stockholders:
Basic	$ 0.07		$ 0.05		$ 0.13		$ 0.09
Diluted	$ 0.07		$ 0.03		$ 0.12		$ 0.06
Weighted-average shares used to compute earnings per share attributable to Class A and Class B common stockholders:
Basic	127,314		24,418		125,632		23,440
Diluted	143,353		37,038		143,506		35,833
Other comprehensive income:
Net change in unrealized gains on available-for-sale investments	(114)		(5)		(68)		(2)
Net change in cumulative foreign currency translation gain	(23)				(57)
Comprehensive income	$ 9,441		$ 5,993		$ 16,674		$ 10,841

[1] Includes stock-based compensation as follows: Cost of revenues: Cost of subscription services$54 $6 $107 $9 Cost of professional services and other 580 135 1,162 228 Research and development 874 271 1,761 466 Sales and marketing 760 299 1,536 482 General and administrative 1,132 504 2,090 765 Total stock-based compensation$3,400 $1,215 $6,656 $1,950

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Intangible Assets

6 Months Ended

Jul. 31, 2014

Intangible Assets

Note 5. Intangible Assets

The following schedule presents the details of intangible assets as of July 31, 2014 (in thousands):

	July 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(820	)	$	2,860		3.9
Database		2,570		(716	)		1,854		2.9
Customer relationships		1,020		(189	)		831		4.9
Software		304		(122	)		182		1.8
	$	7,574	$	(1,847	)	$	5,727

The following schedule presents the details of intangible assets as of January 31, 2014 (in thousands):

	January 31, 2014
	Gross							Remaining
	Carrying		Accumulated					Useful Life
	Amount		Amortization			Net		(in years)
Data update technology	$	3,680	$	(452	)	$	3,228		4.4
Database		2,570		(394	)		2,176		3.4
Customer relationships		1,020		(104	)		916		5.4
Software		304		(73	)		231		2.3
	$	7,574	$	(1,023	)	$	6,551

Amortization expense associated with acquired intangible assets for the three and six months ended July 31, 2014 was $0.4 million and $0.8 million, respectively, and immaterial for the three and six months ended July 31, 2013.

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Capitalized Internal-Use Software

6 Months Ended

Jul. 31, 2014

Capitalized Internal-Use Software

Note 4. Capitalized Internal-Use Software

Capitalized internal-use software, net, consisted of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Capitalized internal-use software development costs	$	3,093		$	2,834
Less accumulated amortization		(1,665	)		(1,249	)
Capitalized internal-use software development costs, net	$	1,428		$	1,585

During the six months ended July 31, 2014 and 2013, we capitalized $0.3 million and $0.3 million, respectively, for internal-use software development costs.

Capitalized internal-use software amortization expense for the three and six months ended July 31, 2014 was $0.2 million and $0.4 million, respectively and $0.1 million and $0.2 million, for the three and six months ended July 31, 2013, respectively.

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Capitalized Internal-Use Software (Tables)

6 Months Ended

Jul. 31, 2014

Schedule of Capitalized Internal-Use Software, Net

Capitalized internal-use software, net, consisted of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Capitalized internal-use software development costs	$	3,093		$	2,834
Less accumulated amortization		(1,665	)		(1,249	)
Capitalized internal-use software development costs, net	$	1,428		$	1,585

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Summary of Business and Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2014

Description of Business

Description of Business

Veeva provides industry-specific, cloud-based software solutions for the life sciences industry, which we refer to as Industry Cloud solutions. Our Industry Cloud solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solutions, Veeva CRM, and the applications that complement Veeva CRM, enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions, Veeva Vault, enable our customers to manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution, Veeva Network, which includes our proprietary database of healthcare provider and healthcare organization data, enables our customers to create and maintain accurate customer data. Our fiscal year end is January 31.

Follow-on Offering

Follow-on Offering

On March 31, 2014, we closed our follow-on offering of 13,800,000 shares of Class A common stock (inclusive of 1,800,000 shares sold upon the full exercise of the over-allotment option granted to the underwriters), which included 1,390,000 shares sold by us and a total of 12,410,000 shares sold by certain selling stockholders. The public offering price of the shares sold in the offering was $26.35 per share. We did not receive any proceeds from the sales of shares by the selling stockholders. Our proceeds from the offering were approximately $35.3 million after deducting underwriting discounts and commissions, and before deducting $0.8 million in total estimated offering expenses. As of July 31, 2014, we had received net cash proceeds of $34.5 million.

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting, and include the accounts of our wholly owned subsidiaries after elimination of intercompany accounts and transactions. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Veeva’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, filed on March 18, 2014. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes.

The consolidated balance sheet as of January 31, 2014 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, our comprehensive income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2015 or any other period.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the condensed consolidated financial statements and the notes thereto. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Significant items subject to such estimates and assumptions include, but are not limited to:

— the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;

— the realizability of deferred income tax assets;

— the fair value of our stock-based awards; and

— the capitalization and estimated useful life of internal-use software development costs.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

Revenue Recognition

Revenue Recognition

We derive our revenues from two sources: (i) subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and (ii) related professional services and other revenues. Professional services and other revenues generally include consulting, data services and training. We commence revenue recognition when all of the following conditions are satisfied:

— there is persuasive evidence of an arrangement;

— the service has been or is being provided to the customer;

— the collection of the fees is reasonably assured; and

— the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancellable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales or excise taxes.

Subscription Services Revenues

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription arrangements are considered service contracts, and the customer does not have the right to take possession of the software.

Professional Services and Other Revenues

The majority of our professional services arrangements are recognized on a time and material basis. Professional services revenues recognized on a time and material basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on progress against input measures, such as hours incurred. Data services and training revenues are generally recognized as the services are performed.

Multiple Element Arrangements

We apply the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2009-13, Multiple—Deliverable Revenue Arrangements, to allocate revenues based on relative best estimated selling price to each unit of accounting in multiple element arrangements, which generally include subscriptions and professional services. Best estimated selling price of each unit of accounting included in a multiple element arrangement is based upon management’s estimate of the selling price of deliverables when vendor specific objective evidence or third-party evidence of selling price is not available.

Our multiple element arrangements contain non-software deliverables such as our subscription offerings and professional services. For these arrangements we must: (i) determine whether each deliverable has stand-alone value; (ii) determine the estimated selling price of each element using the selling price hierarchy of vendor-specific objective evidence (VSOE) of fair value, third-party evidence (TPE) or best estimated selling price (BESP), as applicable; and (iii) allocate the total price among the various deliverables based on the relative selling price method.

In determining whether professional services and other revenues have stand-alone value, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, the nature of the consulting services and whether the professional services are required in order for the customer to use the subscription services.

We have determined that we are not able to establish VSOE of fair value or TPE of selling price for any of our deliverables, and accordingly we use BESP for each deliverable in the arrangement. The objective of BESP is to estimate the price at which we would transact a sale of the service deliverables if the services were sold on a stand-alone basis. Revenue allocated to each deliverable is recognized when the basic revenue recognition criteria are met for each deliverable.

We determine BESP for our subscription services included in a multiple element subscription arrangement by considering multiple factors including, but not limited to, stated subscription renewal rates offered to the customer to renew the service and other major groupings such as customer type and geography.

BESP for professional services considers the discount of actual professional services sold compared to list price, the experience level of the individual performing the service and geography.

Deferred Revenue

Deferred Revenue

Deferred revenue includes amounts billed to customers for which the revenue recognition criteria have not been met. The majority of deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition criteria are met. We generally invoice our customers in annual, quarterly or monthly installments for the subscription services, which are typically contracted for a term of one year or less. Accordingly, the deferred revenue balance does not generally represent the total contract value of a subscription arrangement. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue.

Certain Risks and Concentrations of Credit Risk

Certain Risks and Concentrations of Credit Risk

Our revenues are derived from subscription services and professional services delivered primarily to the pharmaceutical and life sciences industry. We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

Our financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable. Our cash equivalents and short-term investments are held in safekeeping by large, credit-worthy financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these financial institutions may exceed federally insured limits.

We do not require collateral from our customers and generally require payment within 30 to 60 days of billing. We periodically evaluate the collectibility of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on historical experience. Historically, such losses have not been material.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 supersedes the existing revenue recognition guidance in “Revenue Recognition (Topic 605)” and will be effective for our fiscal year beginning February 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

Fair Value Measurements

The carrying amounts of accounts receivable and other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature.

Financial assets and financial liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Net Income per Share Attributable to Common Stockholders

We compute net income per share of Class A and Class B common stock using the two-class method required for participating securities. Prior to the date of our IPO in October 2013, we considered all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. Immediately prior to the completion of our IPO, all outstanding shares of convertible preferred stock converted to Class B common stock. Additionally, we consider unvested shares issued upon the early exercise of options to be participating securities as the holders of these shares have a non-forfeitable right to dividends in the event of our declaration of a dividend for common shares.

Under the two-class method, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income, less (i) current period convertible preferred stock non-cumulative dividends and (ii) earnings attributable to participating securities.

The net income per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the year has been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis.

Basic net income per share of common stock is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted-average shares of common stock outstanding. Unvested shares of common stock resulting from the early exercises of stock options are excluded from the calculation of the weighted-average shares of common stock until they vest as they are subject to repurchase until they are vested.

Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average shares outstanding, including potentially dilutive shares of common stock assuming the dilutive effect of potential shares of common stock for the period determined using the treasury stock method.

Undistributed net income for a given period is apportioned to participating securities based on the weighted-average shares of each class of common stock outstanding during the applicable period as a percentage of the total weighted-average shares outstanding during the same period.

For purposes of the diluted net income per share attributable to common stockholders calculation, unvested shares of common stock resulting from the early exercises of stock options and unvested options to purchase common stock are considered to be potentially dilutive shares of common stock. In addition, the computation of the fully diluted net income per share of Class A common stock assumes the conversion from Class B common stock, while the fully diluted net income per share of Class B common stock does not assume the conversion of those shares.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Information about Geographic Areas

We track and allocate revenues by the principal geographic region of our customers’ end users rather than by individual country, which makes it impractical to disclose revenues for the United States or other specific foreign countries.

Short-term Investments

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All short-term investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income, a component of stockholders’ equity. We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the condensed consolidated statements of comprehensive income. Interest, amortization of premiums, and accretion of discount on all short-term investments classified as available for sale are also included as a component of other income (expense), net, in the condensed consolidated statements of comprehensive income.

We may sell our short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets.

We have certain available-for-sale securities in a gross unrealized loss position, all of which have been in such position for less than 12 months. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the investment’s amortized-cost basis. If we determine that an other-than-temporary decline exists in one of these securities, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized to other income, net in our condensed consolidated statements of comprehensive income. Any portion not related to credit loss would be included in accumulated other comprehensive income. There were no impairments considered other-than-temporary as of July 31, 2014 and January 31, 2014.

Early Exercise of Employee Options and Employee Stock Purchase Plan

Early Exercise of Employee Options

We historically have allowed for the early exercise of options granted under the 2007 Stock Plan (2007 Plan) prior to vesting. The 2007 Plan allows for such exercises by means of cash payment, surrender of already outstanding common stock, a same day broker assisted sale or through any other form or method consistent with applicable laws, regulations and rules. Historically, all exercises have been through cash payment. The unvested shares are subject to our repurchase right at the original purchase price. The proceeds initially are recorded as an accrued liability from the early exercise of stock options, and reclassified to common stock as our repurchase right lapses. At July 31, 2014 and January 31, 2014, there were unvested shares in the amount of 968,957 and 1,824,457, respectively, which were subject to repurchase at an aggregate price of approximately $0.2 million and $0.5 million, respectively.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (ESPP) permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our Class A common stock on the first day of the applicable offering period or the fair market value of our Class A common stock on the purchase date. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The initial offering period approved for the ESPP commenced on the date of our initial public offering (IPO) and ended on June 15, 2014. During the three and six months ended July 31, 2014, 350,059 shares of Class A Common Stock were purchased under the ESPP. No additional offering periods have been approved.

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Stockholders' Equity

6 Months Ended

Jul. 31, 2014

Stockholders' Equity

Note 8. Stockholders’ Equity

Common Stock

As of July 31, 2014, we had 51,320,771 shares of Class A common stock and 78,088,842 shares of Class B common stock outstanding, of which 968,957 shares of Class B common stock were unvested, resulting from employees exercising stock options prior to vesting.

As of January 31, 2014, we had 15,044,750 shares of Class A common stock and 109,746,795 shares of Class B common stock outstanding, of which 1,824,457 shares of Class B common stock were unvested, resulting from employees exercising stock options prior to vesting.

Early Exercise of Employee Options

We historically have allowed for the early exercise of options granted under the 2007 Stock Plan (2007 Plan) prior to vesting. The 2007 Plan allows for such exercises by means of cash payment, surrender of already outstanding common stock, a same day broker assisted sale or through any other form or method consistent with applicable laws, regulations and rules. Historically, all exercises have been through cash payment. The unvested shares are subject to our repurchase right at the original purchase price. The proceeds initially are recorded as an accrued liability from the early exercise of stock options, and reclassified to common stock as our repurchase right lapses. At July 31, 2014 and January 31, 2014, there were unvested shares in the amount of 968,957 and 1,824,457, respectively, which were subject to repurchase at an aggregate price of approximately $0.2 million and $0.5 million, respectively.

Stock Option Activity

A summary of stock option activity for the six months ended July 31, 2014 is as follows:

						Weighted
				Weighted		average
				average		remaining		Aggregate
	Number			exercise		contractual		intrinsic
	of shares			price		term (in years)		value
Options outstanding at January 31, 2014		25,424,437		$	3.22		8.5	$	726,649,586
Options granted		425,000			28.55
Options exercised		(2,848,717	)		0.78			$	62,458,072
Options forfeited/cancelled		(873,310	)		4.18
Options outstanding at July 31, 2014		22,127,410		$	3.99		8.2	$	441,740,526
Options vested and exercisable at July 31, 2014		3,795,267		$	1.43		6.9	$	85,045,568
Options vested and exercisable at July 31, 2014 and expected      to vest thereafter		20,704,353		$	3.95		8.2	$	414,093,778

The weighted average grant-date fair value of options granted during the three and six months ended July 31, 2014 was $9.79 and $13.80, respectively, per share.  The weighted average grant-date fair value of options granted during the three and six months ended July 31, 2013 was $3.39 and $2.47, respectively, per share.

As of July 31, 2014, there was $38.8 million in unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options granted under the 2007 Plan, 2012 EIP and 2013 EIP. This cost is expected to be recognized over a weighted average period of 4.8 years.

As of July 31, 2014, we had authorized and unissued shares of common stock to satisfy exercises of stock options.

Our closing stock price as reported on the New York Stock Exchange as of July 31, 2014 was $23.80. The total intrinsic value of options exercised was approximately $31.7 million and $62.5 million for the three and six months ended July 31, 2014.

Restricted Stock Units

A summary of restricted stock unit (RSU) activity for the six months ended July 31, 2014 is as follows:

				Weighted
	Unreleased			average
	Restricted			grant date
	Stock Units			fair value
Unreleased RSUs at January 31, 2014		156,050		$	36.52
RSUs granted		406,535			24.35
RSUs vested		(29,292	)		22.64
RSUs forfeited/cancelled		(23,039	)		36.83
Unreleased RSUs at July 31, 2014		510,254		$	27.61

During the three and six months ended July 31, 2014, we issued RSUs under the 2013 EIP with a weighted-average grant date fair value of $22.03 and $24.35.

As of July 31, 2014, there was a total of $13.3 million in unrecognized compensation cost, net of estimated forfeitures, related to unvested RSUs. This cost is expected to be recognized over a weighted-average period of approximately 3.6 years. We did not grant RSUs during the three and six months ended July 31, 2013.

Stock-Based Compensation

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014	2013
Volatility		50%		50%	48% – 50%	42% – 50%
Expected life (in years)	6.28 – 6.32			6.32	6.27 – 6.32	6.32 – 8.23
Risk-free interest rate	1.93% – 1.94%		1.16% – 1.69%		1.85% – 1.94%	1.03% – 1.69%
Dividend yield	—%		—%		—%	—%

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (ESPP) permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our Class A common stock on the first day of the applicable offering period or the fair market value of our Class A common stock on the purchase date. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The initial offering period approved for the ESPP commenced on the date of our initial public offering (IPO) and ended on June 15, 2014. During the three and six months ended July 31, 2014, 350,059 shares of Class A Common Stock were purchased under the ESPP. No additional offering periods have been approved.

The following table presents the weighted-average assumptions used to calculate our stock-based compensation for the stock purchases under the ESPP:

	Six Months Ended
	July 31, 2014
Volatility		44	%
Expected life (in years)		0.58
Risk-free interest rate		0.10	%
Dividend yield	—		%

The amounts of stock-based compensation capitalized for internal-use software in the three and six months ended July 31, 2014 and 2013 were immaterial.

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Fair Value Measurements

6 Months Ended

Jul. 31, 2014

Fair Value Measurements

Note 6. Fair Value Measurements

The carrying amounts of accounts receivable and other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature.

Financial assets and financial liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and financial liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of July 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	42,995	$	—	$	—	$	42,995
Commercial paper		—		2,600		—		2,600
U.S. agency obligations		—		17,984		—		17,984
Short-term investments:
Asset backed-securities		—		3,695		—		3,695
Commercial paper		—		4,999		—		4,999
Corporate notes and bonds		—		33,516		—		33,516
U.S. agency obligations		—		135,983		—		135,983
U.S. treasury securities		—		31,893		—		31,893
Total	$	42,995	$	230,670	$	—	$	273,665

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of January 31, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	170,235	$	—	$	—	$	170,235
Commercial paper		—		9,999		—		9,999
U.S. treasury securities		—		33,153		—		33,153
Short-term investments:
Corporate notes and bonds		—		10,507		—		10,507
U.S. agency obligations		—		15,118		—		15,118
Total	$	170,235	$	68,777	$	—	$	239,012

We determine the fair value of our security holdings based on pricing from our pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from non-binding consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). We perform procedures to ensure that appropriate fair values are recorded such as comparing prices obtained from other sources.

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Income Taxes

6 Months Ended

Jul. 31, 2014

Income Taxes

Note 7. Income Taxes

For the three months ended July 31, 2014 and 2013, our effective tax rates were 42.6% and 38.6%, respectively. Our effective tax rate increased 4.0% during the three months ended July 31, 2014 as compared to the same period in the prior fiscal year primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

For the six months ended July 31, 2014 and 2013, our effective tax rates were 42.5% and 37.9%, respectively. Our effective tax rate increased 4.6% during the six months ended July 31, 2014 as compared to the same period in the prior fiscal year primarily due to the expiration of the federal research and development tax credit and a reduction of the domestic production activities deduction caused by the increased stock option activity during the period.

In July 2013, the FASB ratified ASU 2013-11 “Presenting an Unrecognized Tax Benefit (“UTB”) When a Net Operating Loss Carryforward Exists” (“ASU 2013-11”). ASU 2013-02 provides that an UTB, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. This ASU was effective for reporting periods beginning after December 15, 2013, and may be applied retrospectively. We adopted this ASU on February 1, 2014, and the impact was not significant on our condensed consolidated results of operations and financial position.

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Net Income per Share Attributable to Common Stockholders

6 Months Ended

Jul. 31, 2014

Net Income per Share Attributable to Common Stockholders

Note 9. Net Income per Share Attributable to Common Stockholders

We compute net income per share of Class A and Class B common stock using the two-class method required for participating securities. Prior to the date of our IPO in October 2013, we considered all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. Immediately prior to the completion of our IPO, all outstanding shares of convertible preferred stock converted to Class B common stock. Additionally, we consider unvested shares issued upon the early exercise of options to be participating securities as the holders of these shares have a non-forfeitable right to dividends in the event of our declaration of a dividend for common shares.

Under the two-class method, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income, less (i) current period convertible preferred stock non-cumulative dividends and (ii) earnings attributable to participating securities.

The net income per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the year has been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis.

Basic net income per share of common stock is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted-average shares of common stock outstanding. Unvested shares of common stock resulting from the early exercises of stock options are excluded from the calculation of the weighted-average shares of common stock until they vest as they are subject to repurchase until they are vested.

Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average shares outstanding, including potentially dilutive shares of common stock assuming the dilutive effect of potential shares of common stock for the period determined using the treasury stock method.

Undistributed net income for a given period is apportioned to participating securities based on the weighted-average shares of each class of common stock outstanding during the applicable period as a percentage of the total weighted-average shares outstanding during the same period.

For purposes of the diluted net income per share attributable to common stockholders calculation, unvested shares of common stock resulting from the early exercises of stock options and unvested options to purchase common stock are considered to be potentially dilutive shares of common stock. In addition, the computation of the fully diluted net income per share of Class A common stock assumes the conversion from Class B common stock, while the fully diluted net income per share of Class B common stock does not assume the conversion of those shares.

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in thousands, except per share data):

	Three Months Ended July 31,											Six Months Ended July 31,
	2014						2013					2014						2013
	Class A			Class B			Class A		Class B			Class A			Class B			Class A		Class B
Basic
Numerator
Net income	$	3,330		$	6,248		$	—	$	5,998		$	4,428		$	12,371		$	—	$	10,843
Noncumulative dividends on    convertible preferred stock		—			—			—		(140	)		—			—			—		(280	)
Undistributed earnings allocated to    participating securities		(31	)		(57	)		—		(4,583	)		(41	)		(115	)		—		(8,341	)
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Denominator
Weighted average shares used in    computing net income per share    attributable to common    stockholders, basic		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Net income per share attributable to    common stockholders, basic	$	0.07		$	0.07		$	—	$	0.05		$	0.13		$	0.13		$	—	$	0.09
Diluted
Numerator
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Reallocation as a result of conversion of    Class B to Class A common stock:
Net income attributable to common    stockholders, basic		6,191			—			—		—			12,256			—			—		—
Reallocation of net income to Class B    common stock		—			369			—		—			—			546			—		—
Net income attributable to common    stockholders, diluted	$	9,490		$	6,560		$	—	$	1,275		$	16,643		$	12,802		$	—	$	2,222
Denominator
Number of shares used for basic    EPS computation		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Conversion of Class B to Class A    common stock		83,053			—			—		—			92,519			—			—		—
Effect of potentially dilutive    common shares		16,039			16,039			—		12,620			17,874			17,874			—		12,393
Weighted average shares used in    computing net income per share    attributable to common stockholders,    diluted		143,353			99,092			—		37,038			143,506			110,393			—		35,833
Net income per share attributable to    common stockholders, diluted	$	0.07		$	0.07		$	—	$	0.03		$	0.12		$	0.12		$	—	$	0.06

Potential common share equivalents excluded where the inclusion would be anti-dilutive are as follows:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Options to purchase shares not included in the computation of diluted net income per share because their inclusion would be anti-dilutive		826,772		3,911,313		700,903		11,136,748

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Short-Term Investments - Summary of Estimated Fair Value of Short-Term Investments, Designated as Available-for-Sale and Classified by Contractual Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Jan. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Due in one year or less	$ 81,130	$ 17,667
Due in greater than one year	128,956	7,958
Available-for-sale securities, Estimated Fair Value	$ 210,086	$ 25,625

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Net Income per Share Attributable to Common Stockholders - Potential Common Share Equivalents Excluded where the Inclusion would be Anti-dilutive (Detail)	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Options to purchase shares not included in the computation of diluted net income per share because their inclusion would be anti-dilutive	826,772	3,911,313	700,903	11,136,748

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Short-Term Investments (Tables)

6 Months Ended

Jul. 31, 2014

Schedule of Short-Term Investments

At July 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Asset-backed securities	$	3,700	$	1	$	(6	)	$	3,695
Commercial paper		4,999		—		—			4,999
Corporate notes and bonds		33,525		12		(21	)		33,516
U.S. agency obligations		136,015		20		(52	)		135,983
U.S. treasury securities		31,897		8		(12	)		31,893
Total available-for-sale securities	$	210,136	$	41	$	(91	)	$	210,086

At January 31, 2014, short-term investments consisted of the following (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available-for-sale securities:
Corporate notes and bonds	$	10,499	$	9	$	(1	)	$	10,507
U.S. agency obligations		15,111		7	$	—			15,118
Total available-for-sale securities	$	25,610	$	16	$	(1	)	$	25,625

Summary of Estimated Fair Value of Short-Term Investments, Designated as Available-for-Sale and Classified by Contractual Maturity

The following table summarizes the estimated fair value of our short-term investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of the dates shown (in thousands):

	July 31,		January 31,
	2014		2014
Due in one year or less	$	81,130	$	17,667
Due in greater than one year		128,956		7,958
Total	$	210,086	$	25,625

Schedule of Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of July 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Asset-backed securities	$	2,293	$	(6	)
Corporate notes and bonds		18,040		(21	)
U.S. agency obligations		89,105		(52	)
U.S. treasury securities		15,688		(12	)

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of January 31, 2014 (in thousands):

			Gross
	Fair		Unrealized
	Value		Losses
Corporate notes and bonds	$	1,403	$	(1	)

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Stockholders' Equity (Tables)

6 Months Ended

Jul. 31, 2014

Summary of Stock Option Activity

A summary of stock option activity for the six months ended July 31, 2014 is as follows:

						Weighted
				Weighted		average
				average		remaining		Aggregate
	Number			exercise		contractual		intrinsic
	of shares			price		term (in years)		value
Options outstanding at January 31, 2014		25,424,437		$	3.22		8.5	$	726,649,586
Options granted		425,000			28.55
Options exercised		(2,848,717	)		0.78			$	62,458,072
Options forfeited/cancelled		(873,310	)		4.18
Options outstanding at July 31, 2014		22,127,410		$	3.99		8.2	$	441,740,526
Options vested and exercisable at July 31, 2014		3,795,267		$	1.43		6.9	$	85,045,568
Options vested and exercisable at July 31, 2014 and expected      to vest thereafter		20,704,353		$	3.95		8.2	$	414,093,778

Summary of Restricted Stock Unit (RSU) Activity

A summary of restricted stock unit (RSU) activity for the six months ended July 31, 2014 is as follows:

				Weighted
	Unreleased			average
	Restricted			grant date
	Stock Units			fair value
Unreleased RSUs at January 31, 2014		156,050		$	36.52
RSUs granted		406,535			24.35
RSUs vested		(29,292	)		22.64
RSUs forfeited/cancelled		(23,039	)		36.83
Unreleased RSUs at July 31, 2014		510,254		$	27.61

Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014	2013
Volatility		50%		50%	48% – 50%	42% – 50%
Expected life (in years)	6.28 – 6.32			6.32	6.27 – 6.32	6.32 – 8.23
Risk-free interest rate	1.93% – 1.94%		1.16% – 1.69%		1.85% – 1.94%	1.03% – 1.69%
Dividend yield	—%		—%		—%	—%

Schedule of Weighted-Average Assumptions Used to Calculate Out Stock-Based Compensation for Each Stock Purchase under ESPP

The following table presents the weighted-average assumptions used to calculate our stock-based compensation for the stock purchases under the ESPP:

	Six Months Ended
	July 31, 2014
Volatility		44	%
Expected life (in years)		0.58
Risk-free interest rate		0.10	%
Dividend yield	—		%

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Stockholders' Equity - Schedule of Weighted-Average Assumptions Used to Calculate Out Stock-Based Compensation for Each Stock Purchase under ESPP (Detail) (Employee stock purchase plan [Member])	6 Months Ended
	Jul. 31, 2014
Employee stock purchase plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	44.00%
Expected life (in years)	6 months 29 days
Risk-free interest rate	0.10%
Dividend yield

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Intangible Assets - Details of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 7,574	$ 7,574
Intangible assets, Accumulated Amortization	(1,847)	(1,023)
Intangible assets, Net	5,727	6,551
Data update technology [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	3,680	3,680
Intangible assets, Accumulated Amortization	(820)	(452)
Intangible assets, Net	2,860	3,228
Remaining Useful Life (in years)	3 years 10 months 24 days	4 years 4 months 24 days
Database [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	2,570	2,570
Intangible assets, Accumulated Amortization	(716)	(394)
Intangible assets, Net	1,854	2,176
Remaining Useful Life (in years)	2 years 10 months 24 days	3 years 4 months 24 days
Customer relationships [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	1,020	1,020
Intangible assets, Accumulated Amortization	(189)	(104)
Intangible assets, Net	831	916
Remaining Useful Life (in years)	4 years 10 months 24 days	5 years 4 months 24 days
Software [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	304	304
Intangible assets, Accumulated Amortization	(122)	(73)
Intangible assets, Net	$ 182	$ 231
Remaining Useful Life (in years)	1 year 9 months 18 days	2 years 3 months 18 days

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Stock-based compensation	$ 3,400	$ 1,215	$ 6,656	$ 1,950
Cost of subscription services [Member]
Stock-based compensation	54	6	107	9
Cost of professional services and other [Member]
Stock-based compensation	580	135	1,162	228
Research and development [Member]
Stock-based compensation	874	271	1,761	466
Sales and marketing [Member]
Stock-based compensation	760	299	1,536	482
General and administrative [Member]
Stock-based compensation	$ 1,132	$ 504	$ 2,090	$ 765

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Property and Equipment, Net

6 Months Ended

Jul. 31, 2014

Property and Equipment, Net

Note 3. Property, Plant and Equipment, Net

Property and equipment, net consists of the following as of the dates shown (in thousands):

	July 31,			January 31,
	2014			2014
Land and building	$	24,024		$	—
Equipment and computers		2,845			1,912
Furniture and fixtures		1,085			948
Leasehold improvements		1,105			979
		29,059			3,839
Less accumulated depreciation		(2,034	)		(1,394	)
Total property and equipment, net		27,025			2,445

Total depreciation expense for the three and six months ended July 31, 2014 was $0.4 million and $0.7 million, respectively, and $0.2 million and $0.4 million, for the three and six months ended July 31, 2013, respectively. Land is not depreciated.

Acquisition of Corporate Headquarters Building

On July 22, 2014, we purchased land and a building for our new corporate headquarters located in Pleasanton, California for $24.0 million. The headquarters will support the overall growth of our business, and we expect to occupy the building in spring 2015. As of July 31, 2014, the allocation of the purchase price between the land and building has not yet been finalized.

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Net Income per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jul. 31, 2014

Numerators and Denominators of the Basic and Diluted EPS Computations for Common Stock

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in thousands, except per share data):

	Three Months Ended July 31,											Six Months Ended July 31,
	2014						2013					2014						2013
	Class A			Class B			Class A		Class B			Class A			Class B			Class A		Class B
Basic
Numerator
Net income	$	3,330		$	6,248		$	—	$	5,998		$	4,428		$	12,371		$	—	$	10,843
Noncumulative dividends on    convertible preferred stock		—			—			—		(140	)		—			—			—		(280	)
Undistributed earnings allocated to    participating securities		(31	)		(57	)		—		(4,583	)		(41	)		(115	)		—		(8,341	)
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Denominator
Weighted average shares used in    computing net income per share    attributable to common    stockholders, basic		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Net income per share attributable to    common stockholders, basic	$	0.07		$	0.07		$	—	$	0.05		$	0.13		$	0.13		$	—	$	0.09
Diluted
Numerator
Net income attributable to common    stockholders, basic	$	3,299		$	6,191		$	—	$	1,275		$	4,387		$	12,256		$	—	$	2,222
Reallocation as a result of conversion of    Class B to Class A common stock:
Net income attributable to common    stockholders, basic		6,191			—			—		—			12,256			—			—		—
Reallocation of net income to Class B    common stock		—			369			—		—			—			546			—		—
Net income attributable to common    stockholders, diluted	$	9,490		$	6,560		$	—	$	1,275		$	16,643		$	12,802		$	—	$	2,222
Denominator
Number of shares used for basic    EPS computation		44,261			83,053			—		24,418			33,113			92,519			—		23,440
Conversion of Class B to Class A    common stock		83,053			—			—		—			92,519			—			—		—
Effect of potentially dilutive    common shares		16,039			16,039			—		12,620			17,874			17,874			—		12,393
Weighted average shares used in    computing net income per share    attributable to common stockholders,    diluted		143,353			99,092			—		37,038			143,506			110,393			—		35,833
Net income per share attributable to    common stockholders, diluted	$	0.07		$	0.07		$	—	$	0.03		$	0.12		$	0.12		$	—	$	0.06

Potential Common Share Equivalents Excluded where the Inclusion would be Anti-dilutive

Potential common share equivalents excluded where the inclusion would be anti-dilutive are as follows:

	Three Months Ended July 31,				Six Months Ended July 31,
	2014		2013		2014		2013
Options to purchase shares not included in the computation of diluted net income per share because their inclusion would be anti-dilutive		826,772		3,911,313		700,903		11,136,748

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Property and Equipment, Net - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Jan. 31, 2014	Jul. 31, 2014 Land and Building [Member]	Jul. 22, 2014 Land and Building [Member]
Property Plant And Equipment [Line Items]
Depreciation	$ 400,000	$ 200,000	$ 700,000	$ 400,000
Property and equipment, gross	$ 29,059,000		$ 29,059,000		$ 3,839,000	$ 24,024,000	$ 24,024,000

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Summary of Business and Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2014

Accounts receivable [Member]

Schedule of Certain Risks and Concentrations of Credit Risk

The following customers individually exceeded 10% of total accounts receivable as of the dates shown:

	July 31,		January 31,
	2014		2014
Customer 1	*			10%
Customer 2		18%	*
Customer 3		14	*

*Does not exceed 10%.

Revenues [Member]

Schedule of Certain Risks and Concentrations of Credit Risk

The following customers individually exceeded 10% of total revenues for the periods shown:

	Three Months Ended July 31,			Six Months Ended July 31,
	2014	2013		2014	2013
Customer 1	*		11%	*		11%
Customer 2	*	*		*	*
Customer 3	*	*		*	*

*Does not exceed 10%.