definiens: shall mean amounts paid by a third party to Sublicensee for Sublicensee to conduct ( by itself or jointly ) research and development to d evelop a Transgenic Animal or Transgenic Product pursuant to a joint venture with Sublicensee, or pursuant to a written joint research or development agreement between Sublicensee and such third party . The term shall not include any consideration included within the definition of Net Sales that is received from such third party or joint venture for the Transgenic Animals or Transgenic Products so developed or for the use thereof or for rights in or a license thereto . Collabrative Research and Development Payments shall include, for example, or option payments, provided that no Transgenic Animals or other Transgenic Products are transferred without further payment . In the event that an apparent conf lict arises as to whether a payment by a third party constitutes a Collaborative Research and Development Payment ( as opposed to a Net Sale pursuant to provision of Transgenic Contract Services ), the Parties shall use their best efforts to resolve any such apparent conflict amicably and shall interpret the definition of in a manner consistent with industry practice and custom for this type of payment