definiens: means ninety ( 90 ) dllYs ( or 180 days in the case of a termination based on the second proviso of the first paragraph of this Section 8.3(b », except that : ( i ) if the Exclusivity Date and the No - Reinstatement Date have not occurred : ( A ) If as of the 100s't recent date as of which Cadence 's Six - Month Cash Ratio and Three - Month Cash Ratio were required to be calculated, the Six - Month Cash Ratio was less than one but the Three - Month Cash Ratio was greater than or equal to one, the Specified Number of Days shall be sixty ( 60 ) days ( or 90 days in the case of a tennination based on the second proviso of the first paragraph of this Section 8.3(b », ( 8) ifas of the most recent date as of which Cadence 's TIlree - Month Cash Ratio was required to be calculated, the Three·Month Cash Ratio was less than one, the Specified Number of Days shall be thirty ( 30 ) days ( or 60 days in the case of 8 tcnnination based on the second proviso of the first paragraph of this Section 8.3(b » and ( C ) If as of the most recent date as of which Cadence 's Six - Month Cash Ratio was required to be calculated, the Si:\-Month Casb Ratio was greater than or equal to one, the Specified Number of Days shall be ninety ( 90 ) days ( or 180 days in the case of a termination based on the second proviso of the first paragraph of this Section 8.3(b », ( ii ) if the Exclusivity Date has occurred, the Specified Number of Days shall be ninety ( 90 ) days ( or 180 days in the case ofa termination hased on the second proviso of the first paragraph oflhis Section 8.3(b ) ), and 65 NS0'06S187.6 ( iii ) if the No - Reinstatement Date has occurred, the Specified Number of Days shall be thiliy ( 30 ) days ( or 60, days in the case of a tennination based all ' the second plOviso of the first paragraph of this Section 8.3(b » 8.4 Telll1ination by [COMPANY] . EMS shall h.we the right to tell11inate this Agreement, at [COMPANY] 's sole discretion, upon delivery of written notice to Cadence, upon the QCCUlTcnce of any of the following : ( a ) the failure of Cadence Of any of its Affiliated Companies, sublicensees, contractors or agents to perfonn, observe or comply with any provision of the Phannatop License Agreement that relates to the Territory, the [COMPANY] Rights or the exercise of the rights sublicensed or licensed to Cadence unJer this Agreement or any other act or omission of Cadence or lily of its Affiliated Companies or any of their suhlicensees, contractors or agents that results in a material breach of the Pharmatop License Agreement or would pennit Phannatop to tenninate, or exercise a right of rescission with respect to, the Phanm.top License Agreement ( except to the extent that a breach by [COMPANY] of its obligations under this Agreement or any other act or omission by [COMPANY] prevents such perfonnance, observance or compliance by Cadence or its Affiliated Compmlies, sublicensees, contractors or agents ) ; ( b ) the failure of Cadence ( 0 deliver to [COMPANY] any of the reports, statements or other infomlation required to be delivered to EMS pursuant to Section3.2(e ) which failure is not cured within the ten ( 10 ) Business Day period provided for in such Section