definiens: means ( a ) the consolidated current assets of the Company of the Companyand its Subsidiaries as of 11:59 pm Central Time on the day immediately preceding the Closing Date, of the typerequired to be reflected or disclosed in financial statements prepared in accordance with GAAP, excluding ( i ) Cash,(ii ) any intercompany receivables, ( iii ) any Tax assets ( including deferred Tax assets ), and ( iv ) the Hermelin LifeInsurance Amounts, minus ( b ) the consolidated current liabilities of the Company and its Subsidiaries as of 11:59 pmCentral Time on the day immediately preceding the Closing Date, of the type required to be reflected or disclosed infinancial statements prepared in accordance with GAAP ; but excluding ( i ) Transaction Related Expenses,(ii ) Indebtedness, including the current portion of Indebtedness, ( iii ) Income Taxes, ( iv ) Company Payroll Taxes,(v ) accrued stock compensation, ( vi ) any intercompany payables, ( vii ) any Tax liabilities ( including deferred Taxliabilities ), ( viii ) any Excess Load - In Charge, ( ix ) any unpaid severance obligations owing or payable by the Companyor its Subsidiaries with respect to any of their respective employees ( other than employees of the Women ’s HealthDivision ) who were terminated at the direction or request of Buyer between the date hereof and through the Closing, and ( x ) any insurance A-14 premium liabilities ( if any ) associated with the Hermelin Life Insurance Amounts ; provided, that each of the accountsand balances included within the calculation of the Net Working Capital shall be made in accordance with GAAP, applied in a manner consistent with the principles, policies, assumptions and methodologies applied in the preparationof the audited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2014, and the relatedconsolidated statements of operations and cash flows, in each case, including notes thereto, for the year endedMarch 31, 2014 ; provided further that, notwithstanding the foregoing, all of the owned by the Companyor its Subsidiaries that was acquired by such Persons prior to receiving FDA approval of the applicable CompanyProduct shall not be considered a current asset for purposes of this calculation