Net Sales" means the total numbe of units of Licensed Products sold or otherwise transferred by Licensee to Affiliates or non-Affiliates multiplied by forty-five percent (45%) of Licensee's stickered unit gross retail price (excluding VAT) charged by Licensee to its customers who are not its Affiliates. Net Sales shall be computed without deducting uncollectible accounts, anticipations, financial discounts, trade discounts, or returns and shall include all transactions of Licensed Products distributed by or for Licensee. Net Closeout Sales shall account for no more than five percent (5%) of Net Sales in each Contract Year. "Net Closeout Sales" means the Net Sales of Closeouts.