The importer (New Balance Athletic Shoe, Inc. or “New Balance”) entered into a licensing agreement with the Sesame Workshop (“the licensor”) for the non-exclusive rights to use licensed characters copyrighted by the licensor as well as various trademarked designs and logos owned by the licensor on their footwear. The footwear was produced in China by factories unrelated to the importer or licensor. The licensing agreement required the importer to pay the licensor, a license fee on "the net invoice billings" of the importer for the total quantity of the products sold in the U.S. containing the "License Elements".