definiens: means the right to receive from Bionics Trust, inaccordance with this Agreement and the Trust Agreement and without furtherconditions, an amount equal to the quotient obtained by dividing ( i ) the EarnOut Payments, less any amounts retained pursuant to the terms of this Agreementin respect of Claimed Amounts, Off - Setting Amounts, fees of the IndependentAccounting Firm, fees of the committee described in Section 5.04(g ), amounts tofund the incentive plan pursuant to Section 5.06, and amounts to fund the EarnOut Expense Fund, plus any interest earned on the Trust Assets, as defined in, and in accordance with, the Trust Agreement by ( ii ) the sum of the number ofEarn Out Shares and Earn Out Options ; provided, that ( x ) the amount of any EarnOut Payment paid by the Bionics Trust to each Earn Out Recipient pursuant tothis Agreement and the Trust Agreement shall be reduced by the pro rata amountof any payments made pursuant to Section 3.4 of the Trust Agreement, and ( y)each Earn Out Right is subject to withholding and deduction in accordance withSection 2.14