definiens: means the cash and cash equivalents of the Compan y, determined as of the Closing Date in accordance with GAAP and consistent with the Company ’s past pr actices . Cash is comprised of the Company ’s account s identified in the Company ’s records as the followin g : 181000 Barclays R&D GBP Account 70209414 Sort Code 20 - 65 - 26 181020 Barclays R&D USD Account 74028177 Sort Code 20 - 65 - 26 181010 Barclays R&D EUR Account 54229822 Sort Code 20 - 65 - 26 means the pro forma adjusted balance sheet of the Company as at the Closing Date and the pro forma adjusted profit and loss account of the C ompany for the period from the latest Accounts Date to the Closing Date, as agreed or determined in accordance with this Schedule 7, in each case drawn up using the format set out in Part 4 ; means the aggregate amount of Cash ( as defined ab ove ) at the Closing Date as derived from the Closing Accounts and stated in the Closing Statemen t ; means the aggregate amount of, without duplicatio n and including any intercompany indebtedness, ( i ) the amount of all obligations for borrowed money of the Company ( including any unpai d principal, premium, accrued and unpaid interest, pr epayment penalties, commitment and other fees, reimbursements, indemnities and all other amounts p ayable in connection therewith ) and ( ii ) liabilitie s of the Company evidenced by bonds, debentures, notes, or o ther similar instruments or debt securities and and ( iii ) liabilities of the Company arising from long overdu e non - current taxes, at the Closing Date as derived from the Closing Accounts and as stated in the Closing State ment . For purposes of calculating Closing Debt, any liabilities included in the calculation of Closing Working Capi tal shall be excluded from such calculations of Clo sing Debt ; and As of September 30, 2020, the Company ’s debt consis ts of the following items : ( in GBP ‘ 000 ) Amount Due to group undertakings ( 587,326 ) Due to [COMPANY] Limited ( 587,644 ) Ligand Pharmaceuticals Inc 199 Other 119 75 % of 2020 annual bonus payment ( 558 ) Project Vineyard incentive bonus ( 331 ) In addition to the above, 96 |US - DOCS\117790358.20|| EXECUTION VERSION means the statement of the Closing Cash, the Clos ing Debt and the Closing Working Capital in the format set out in Part 3 and as agreed or de termined in accordance with this Part 1 ; means the aggregate value of the current assets o f the Company excluding the Excluded Assets as at the Closing Date, less the ag gregate value of the current liabilities of the Com pany excluding the debt amounts set out in the table above and the Excluded Liabilities as at the Closing Date, as de rived from the Closing Accounts and stated in the Closing Statemen t ; The Company ’s Working Capital consists of the follo wing items : ( in GBP ‘ 000 ) Dec 31,2019 ( GBP ) Mar 31, 2020 ( GBP ) Jun 30, 2020 ( GBP ) Sept 30, 2020 ( Draft, GBP ) Trade receivables 117 2,167 1,701 2,072 Prepayment 776 1,021 1,074 972 Tax Receivables 851 939 1,080 1,269 Trade Payables ( 361 ) ( 416 ) ( 399 ) ( 357 ) Other accrued liabilities ( 413 ) ( 453 ) ( 608 ) ( 517 ) Payroll Payable ( 192 ) ( 256 ) ( 206 ) ( 206 ) Sum £ 778 £ 3,002 £ 2,642 £ 3,233 has the meaning given in paragraph 2.2 ; has the meaning given in paragraph 2.1 ; has the meaning given in paragraph 2.1 ; means the trade and asset of the Company relating to the [COMPANY] Development Business and [COMPANY] US Commercial Business ( both as defined in Schedule 10 ) means all liabilities and obligations ( whether ac crued or fixed, known or unknown, fixed or contingent, determined or indeterminable ) of the Company to the extent arising out of or concerning any or all of the [COMPANY] Development Business and / or the V ernalis US Commercial Business and all liabilities and obligations in respect of any VAT or other Taxes re lating to the [COMPANY] Development Business and / o r the [COMPANY] US Commercial Business ; means United Kingdom Accounting Standards, includ ing Financial Reporting Standard 101 ( United Kingdom Generally Acc epted Accounting Practice ) ; and means any independent chartered accountant appoin ted pursuant to paragraph 2.4 and in accordance with Schedule 8