definiens: shall mean : 7 ( i ) with respect to each unvested award of restricted stock or restricted stock units heldby a Transferred Employee, in each case, denominated in ADSs or shares of [COMPANY] AG, the product of(a ) the number of ADSs or shares of [COMPANY] AG issuable under such award and ( b ) an amount equal to(1 ) the remaining vesting period in months, measured from the last date of the month prior to the month duringwhich the Closing Date occurs, divided by ( 2 ) the total vesting period in months, multiplied by ( 3 ) the price ofan ADS or share of [COMPANY] AG on the New York Stock Exchange or the SIX Swiss Exchange, asapplicable, as of the close of trading on the Closing Date ; provided, however, such amount shall be reduced(but not below zero ) by the amount of any tax deductions available to Seller in connection with theacceleration of the vesting of such award in accordance with Section 6.05(h ) ; and ( ii ) with respect to each unvested stock option, such fair value of the unvested portionof each stock option as determined by UBS, [COMPANY] AG ’s external independent market maker, inaccordance with past practices ; provided, however, such amount shall be reduced ( but not below zero ) by theamount of any tax deductions available to Seller in connection with the acceleration of the vesting of suchaward in accordance with Section 6.05(h ) ; shall mean the United States Food and Drug Administration and any successor agency thereto