definiens: shall mean Current Assets minusCurrent Liabilities . The W.C. Amount equals Working Capital on December 31,2000, as reflected in the Clairol Balance Sheet, the Boclaro Working CapitalStatement and the CMO Working Capital Statement, and shall not be subject tochange regardless of whether the items included therein were in accordance withgenerally accepted accounting principles or the Seller Accounting Policies . Theterm shall mean the combined net account receivables, netinventory and prepaid and other current assets of the Acquired Business, allcalculated ( A ) in accordance with the Bristol - Myers Squibb Company AccountingPolicies and Procedures previously delivered to Buyer and in effect as ofDecember 31, 2000, ( B ) to give effect to the requirements of Emerging IssuesTask Force Issue No . 00 - 14 and ( C)otherwise in conformity with the basis of presentation described in the notes tothe Financial Statements ( clauses ( A ), ( B ) and ( C ), collectively, the ) . The term shall mean the sum of ( x)combined accounts payable and accrued liabilities of the Acquired Business(other than the CMO ) and ( y)(1 ) the sum of 50 % of combined accounts payable andaccrued liabilities of the CMO other than brokers ' commissions and ( 2 ) allbrokers ' commissions related to Clairol included in combined accounts payable ofthe CMO, all calculated in accordance with the Seller Accounting Policies . Forthe avoidance of doubt, current < Page > 10assets and current liabilities relating to cash and cash equivalents, Taxes, deferred Tax assets and deferred Tax liabilities, intercompany transactions, anyother Excluded Assets and any other Excluded Liabilities are not included in theClairol Balance Sheet, the Boclaro Working Capital Statement or the CMO WorkingCapital Statement shall not be taken into account in determining WorkingCapital . Items for which Buyer and its Affiliates ( including the ClairolEntities and any Buyer Subsidiaries that acquire Acquired Assets or assumeAssumed Liabilities ) are indemnified by Seller pursuant to Article XI shall notbe taken into account in determining Working Capital . The parties agree that theadjustment contemplated by Section 2.02(b ) is intended to show the change inWorking Capital from December 31, 2000, to the Closing Date and that such changecan only be measured if the calculation is done in the same way, using theSeller Accounting Policies at both dates