This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) written notice of termination of this Agreement by Quintiles to the Shareholders (d) the entry into any amendment or modification of the Merger Agreement without the prior written consent of the Shareholders or any waiver of any of IMS Health’s rights under the Merger Agreement, in each case, which (i) results in a change in the amount or form of the Merger Consideration, (ii) results in an extension of the Outside Date or (iii) is materially adverse to any of the Shareholders and (e) the date on which the IMS Health Board effects an IMS Health Adverse Recommendation Change (such earliest date being referred to herein as the “ Termination Date ”); provided that the provisions set forth in this Section 4, Section 7 and Sections 11 to 29 shall survive the termination of this Agreement; provided further that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.