definiens: shall mean amounts paid by a third party to Sublicensee for Sublicensee to conduct ( by itself o r jointly ) research and development to develop a Tr ansgenic Animal or Transgenic Product pursuant to a joint ve nture with Sublicensee, or pursuant to a written jo int research or development agreement between Sublicens ee and such third party . The term shall not include any con sideration included within the definition of Net Sa les that is received from such third party or joint venture for the Transgenic Animals or Transgenic Products s o developed or for the use thereof or for rights in o r a license thereto . Collabrative Research and Deve lopment Payments shall include, for example, or option payments, provided that no Transgenic Animal s or other Transgenic Products are transferred without f urther payment . In the event that an apparent confl ict 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 Tran sgenic Contract Services ), the Parties shall use th eir best efforts to resolve any such apparent conflict amica bly and shall interpret the definition of in a manner cons istent with industry practice and custom for this t ype of payment