definiens: means ( a ) the current assets of the Company, including cash and cash equivalents, the value ofinventory, accounts receivable ( less any reserves for uncollectibility and payment discounts ) and current prepaid expensesminus ( b ) the current liabilities of the Company, including accounts payable and all accrued expenses, including incentivecompensation, current Tax liabilities, rebates, chargebacks, product returns and all other pricing allowances, with each amountdetermined in accordance with GAAP applied on a 12***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended.basis consistent with the past practices of the Company . For purposes of this Agreement, Net Working Capital shall, in allevents, exclude fixed assets, deferred tax assets and liabilities, goodwill, intangible assets and long term debt