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 IMS Health to the Quintiles Shareholder (d) the entry into any amendment or modification of the Merger Agreement without the prior written consent of the Quintiles Shareholder or any waiver of any of Quintiles’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 the Quintiles Shareholder and (e) the date on which the Quintiles Board effects a Quintiles 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.