definiens: means the difference between ( a ) the current assets of the Company and its consolidatedSubsidiaries, including cash and cash equivalents, the value of inventory, accounts receivable ( less any reserves foruncollectibility and payment discounts ) and current prepaid expenses and ( b ) the current liabilities of the Company and itsconsolidated Subsidiaries, including accounts payable ( including amounts payable under Contracts of the AcquiredCompanies ) and all accrued expenses, including accrued commissions and incentive compensation, rebates, chargebacks, product returns and all other pricing allowances, with each amount determined in accordance with GAAP applied on a basisconsistent with the past practices of the Company . For purposes of this Agreement, Net Working Capital shall, in all events, exclude ( i ) cash and cash equivalents to the extent such cash and cash equivalents have been included in the Closing CashBalance, fixed assets, deferred tax assets, goodwill, intangible assets, long term debt, the current portion of Company Debt tothe extent included in the Closing Company Debt ( including the current portion of the Loan Agreement and the SubordinatedNotes ), Change in Control Payments, Transaction Expenses, assets relating to the Prosed products and assets relating to theproducts acquired by Pharma pursuant to the Stock Purchase Agreement by and among Pharma and the stockholders ofMetagen Pharmaceuticals, Inc., dated September 18, 2005 and ( ii ) liabilities ( including products returns and rebates ) relatingto the ProQuinXR Agreements for which the Parent Indemnified Parties are receiving indemnification pursuant toSection 9.02(j ) and liabilities relating to reserves established in respect of returns of Prosed