definiens: means ( a ) withou t duplication, ( i ) the total Current Assets of the Companies, their Subsidiaries and of Scherin g - Plough Canada, Inc. solely to the extent related to the Consumer Care Business and ( ii ) the Working Capital Inventory, in each case as of 11:59 P.M. ( Eastern time ) on the date immediately prior to the Closing Date minu s ( b ) the total Current Liabilities of the Companie s, their Subsidiaries and of Schering - Plough Canada, Inc. so lely to the extent related to the Consumer Care Bus iness as of 11:59 P.M. ( Eastern time ) on the date immediatel y prior to the Closing Date, each calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A. Notwithstandin g the foregoing, Closing Date Net Working Capital shall n ot take into account Cash, Indebtedness, Intercompa ny Accounts, Retained Assets, Retained Liabilities, or Income Taxes and will not take into account any in ventory other than Working Capital Inventory