definiens: as of the Reference Date mean s, without duplication, ( a ) the combined current As sets of the Acquired Companies excluding Inventory, deferre d cost Inventory, 14 advances under any employee scheme, Cash and Cash E quivalents ( provided, that the full amount of the C losing Cash Excess shall be counted as an Asset ), minus ( b ) the combined current Liabilities or appropriate t rading Liabilities ( to the extent not included in current Liabilities or in Indebtedness ) of the Acquired Com panies . For the avoidance of doubt, Net Working Capital ( i ) sha ll include ( x ) all bonus accruals for employees for the year ended 31 December 2020 as a current Liability, whic h shall be calculated on a pro - rata basis assuming that the maximum performance targets for the year have been met, together with any other transaction related on e - off payments or accruals ( including any associated Taxe s and associated social security costs ), ( y ) ( 1 ) [ * * * ] and ( 2 ) the pre - paid VAT paid by the Acquired Companies, as of the Closing Date as a current Asset, and ( z ) [ * * * ] and ( ii ) shall exclude ( w ) any current or non - current, deferred or non - deferred Tax Assets ( other than as provided in preceding clause ( i)(y ) of this definition of ) or Liabilities, including pre - pai d federal or state Taxes ; ( x ) the Outstanding Closing Novartis B alance, including any inventory of the Acquired Com panies from Novartis or accounts payable relating to Novar tis ; ( y ) Contract assets, and ( z ) [ * * * ]