off-site manifest shipping stations, in each case within the United States, of any MBE Center utilizing Authorized Equipment. (w) "Service" shall mean the combination of the Company Technology and the ------- Manifest. (x) "Service Documentation" shall mean all manuals, instructions or other --------------------- Source: STAMPS.COM INC, 10-Q, 11/14/2000 information provided by the Company to MBE or MBE Centers which directly relate to the functionality and operation of the Service. (y) "Third Party/Company Customer" shall have the meaning set forth on ---------------------------- Exhibit C. --------- (z) "Third Party/MBE Customer" shall have the meaning set forth on ------------------------ Exhibit C. --------- (aa) "Update" shall mean any and all bug fixes, error corrections, and ------ maintenance updates of the Service. 2. Development, Delivery and Acceptance. ------------------------------------ (a) Development License. Each party hereby grants to the other party a ------------------- [***]* (except as provided in Section 18(b) [Assignment]("Assignment")), [***]* (with no --- --- right to sublicense except as set forth below) under all of its Intellectual Property Rights to use, reproduce, modify, and create derivative works of each party's preexisting Intellectual Property Rights solely as is reasonably and actually necessary to complete the development of the Service. Each party may grant sublicenses to contractors or subcontractors it engages to work on the Service, provided ---------- * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -3- that any such subcontractor has entered into an enforceable agreement reasonably acceptable to the other party relating to the assignment of Intellectual Property Rights. (b) Delivery. The Company shall use its commercially reasonable best -------- efforts to complete the design of the Manifest and the Service in a timely and professional manner consistent with commercial software industry standards on or before August