Common use of Records; Audit Clause in Contracts

Records; Audit. VIT shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, royalties, and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once for any period and no more than once per Calendar Year during normal business hours upon reasonable prior written notice to the audited Party. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarter, in which case, the audited Party shall bear the cost of such audit.

Records; Audit. VIT shall keep, Ribomic and shall cause its Affiliates and Sublicensees to keep, shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records pertaining to the sale or other disposition of the Product gross sales and Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to permit ChemoCentryx to confirm the accuracy of commercial milestone and allow royalty payments due hereunderand Sublicense Income Payments to be determined accurately. ChemoCentryx shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party Archemix shall have the right for a period of [***] years after receiving any such royalty payment and Sublicense Income Payments to have appoint at its expense an independent, independent certified public accountant reasonably acceptable to Ribomic to audit the other Party relevant records of Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records of the other Party are customarily kept, upon [***] days written notice from Archemix, solely to confirm Net Sales, royalties, verify that royalty payments and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following the Calendar Quarter to which they pertainSublicense Income Payments hereunder were correctly determined. Such audits may audit right shall not be exercised only once for any period and no by Archemix more than once per in any Calendar Year during normal business hours upon reasonable prior written notice or more than once with respect to the audited Partysales of a particular Licensed Product in a particular period. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an All records made available for audit shall be credited against future payments owed by the audited Party deemed to the other Party (and be Confidential Information of Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, if no further payments are dueany, shall be refunded binding on both Parties. In the event there was an underpayment by the auditing Party at the request Ribomic hereunder, Ribomic shall promptly (but in any event no later than [***] days after Ribomic’s receipt of the audited Party)report so concluding) make payment to Archemix of any shortfall. The auditing Party Archemix shall bear the full cost of such audit unless such audit discloses an underpayment underreporting by the audited Party Ribomic of more than five [***] percent (5[***]%) of the aggregate amount of royalties or other royalty payments due under this Agreement for and/or Sublicense Income Payments payable in any applicable Calendar QuarterYear, in which case, the audited Party case Ribomic shall bear the cost of reimburse Archemix for [***] costs incurred by Archemix in connection with such audit.

Records; Audit. VIT shall keepDuring the Term or any Schedule Term and for 12 months thereafter, each party (“Audited Party”) will keep all usual and shall cause proper records and books of account (with all usual and proper entries) relating to its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other (“Auditing Party”) under this Agreement and any applicable Schedule. Auditing Party may, from time to confirm Net Sales, royalties, and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period covering not more than three time (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once for any period and but no more than once per Calendar Year during normal calendar year, unless an audit reveals a material underpayment as set forth below), and upon no less than 20 business hours upon reasonable days’ prior written notice to the audited Party. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Audited Party, except to the extent such disclosure is necessary audit these records to verify the accuracy amount of the financial reports furnished payments made to it. Any audit will be conducted by an independent nationally recognized public accounting firm (“Auditor”) reasonably acceptable to both parties, not working on a contingent fee basis, and which has signed Audited Party’s reasonable non-disclosure agreement. Auditor may only disclose (a) Audited Party’s compliance or non-compliance with the audited Party or payment provisions of this Agreement and any applicable Schedule and (b) the amount of payments by the audited Party under this Agreementany underpayment or overpayment, if any. Any amounts shown to audit will be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth conducted in Section 9.5) from the original due dateaccordance with generally accepted auditing standards. Any overpayment by the audited Auditing Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarter, in which case, the audited Party shall will bear the cost of such any audit, unless the audit shows that Audited Party underpaid Auditing Party by 10 percent or more of the amounts actually due for the audited period, in which case Audited Party will reimburse Auditing Party for all reasonable and documented costs and expenses incurred in conducting the audit, and Auditing Party may conduct a second audit during the applicable calendar year. In addition, if an audit shows that Audited Party underpaid Auditing Party for any audited period, Audited Party will re-compute the amount due to Auditing Party for that period and pay (pursuant to the payment terms in this Agreement) to Auditing Party the difference between the amount owed and the amount actually paid. If an audit shows that Audited Party overpaid Auditing Party for any audited period, Audited Party will re-compute the amount due to Auditing Party for that period, and Auditing Party will refund (pursuant to the payments terms in this Agreement) the overpayment to Audited Party.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestone milestones, the amount of royalty and royalty other payments due hereunderunder this Agreement. ChemoCentryx shall keep, Each Party will keep such books and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years at least [ * ] following the end of the Calendar Quarter Year to which they pertain. Each Party Upon reasonable prior notice, such records shall have the right to have be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the other audited Party audit such records for the sole purpose of verifying for the auditing Party the accuracy of the other financial reports furnished by the audited Party pursuant to confirm Net Salesthis Agreement or of any payments made, royaltiesor required to be made, and other paymentsby or to the audited Party pursuant to this Agreement. Before beginning its audit, in the case of VIT as audited Party, and Auditor shall execute an undertaking acceptable to confirm China Agreement Revenue, in each Party by which the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following Auditor agrees to keep confidential all information reviewed during the Calendar Quarter to which they pertainaudit. Such audits may be exercised only once for any period and occur no more often than once per each Calendar Year during normal business hours upon reasonable and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior written notice to the audited PartyCalendar Year in which the audit request is made. Any such Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days [ * ] after the accountantAuditor’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party of for the audited period, which underpayment or overpayment was more than five [ * ] percent (5[ * ]%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarterset forth in such report, in which case, case the audited Party shall bear reimburse the cost of auditing Party for the costs for such audit. With respect more specifically to the Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of inspection and audit by an Auditor, the Party making the payment (the “Payor”) shall have the right at its expense to review any records of out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be appropriately allocated between the other product and the Product for purpose of calculating the internal costs specifically dedicated to the Product.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate books and records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of commercial milestone the amount of the Cost of Goods, achievement of milestones, the amount of royalties and royalty other payments due hereunderunder this Agreement and any Supply Agreement. ChemoCentryx shall keep, Each Party will keep such books and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three at least seven (37) years following the end of the Calendar Quarter Year to which they pertain. Each Upon reasonable prior notice, each Party (the “Auditing Party”) shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party inspect and audit such books and records of the other Party (the “Audited Party”) during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant (the “Auditor”) selected by the Auditing Party and reasonably acceptable to confirm Net Salesthe Audited Party for the sole purpose of verifying for the Auditing Party the accuracy of the financial reports, royaltiesstatements or invoices furnished by the Audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the Audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period covering not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the three (3) years following Calendar Years prior to the Calendar Quarter to Year in which they pertainthe audit request is made. Such audits may be exercised only once for any period and no more than once per Calendar Year during normal business hours upon reasonable prior written notice to the audited Party. Any such auditor Auditor shall not disclose the audited Audited Party’s confidential information Confidential Information to the auditing Auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports reports, statements or invoices furnished by the audited Audited Party or the amount of payments to or by the audited Audited Party under this Agreement. Any amounts shown to be owed but unpaid In the event that the final result of the audit reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days after the accountantAuditor’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Auditing Party shall bear the full cost of such audit unless such audit discloses reveals an overpayment to, or an underpayment by, the Audited Party that resulted from a discrepancy in the financial report, statement or invoice provided by the Audited Party for the audited Party of period, which underpayment or overpayment was more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarterset forth in such report, in which case, case the audited Audited Party shall bear reimburse the cost of Auditing Party for the costs for such audit.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keepmilestones, and shall cause its Affiliates the amount of royalty and other payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to keepwhich they pertain, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party such records shall have the right to have be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the other audited Party audit such records for the sole purpose of verifying for the auditing Party the accuracy of the other financial reports furnished by the audited Party pursuant to confirm Net Salesthis Agreement or of any payments made, royaltiesor required to be made, and other paymentsby or to the audited Party pursuant to this Agreement. Before beginning its audit, in the case of VIT as audited Party, and Auditor shall execute an undertaking acceptable to confirm China Agreement Revenue, in each Party by which the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following Auditor agrees to keep confidential all information reviewed during the Calendar Quarter to which they pertainaudit. Such audits may shall be exercised only limited to once for any period and no more than once per each Calendar Year during normal business hours upon reasonable prior written notice and once with respect to the audited Partyrecords covering any specific period of time. Any such Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days [ * ] after the accountantAuditor’s report. The [ * ] = Certain confidential information contained in this document, plus interest (as set forth in Section 9.5) from marked by brackets, has been omitted and filed separately with the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party Securities and Exchange Commission pursuant to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request Rule 24b-2 of the audited Party)Securities Exchange Act of 1934, as amended. The auditing Party shall bear the full cost of such audit unless such audit discloses reveals an underpayment of more than [ * ] by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar QuarterParty, in which case, case the audited Party shall bear reimburse the cost auditing Party for the costs of such audit.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keepmilestones, and shall cause its Affiliates the amount of royalty and other payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to keepwhich they pertain, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party such records shall have the right to have be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the other audited Party audit such records for the sole purpose of verifying for the auditing Party the accuracy of the other financial reports furnished by the audited Party pursuant to confirm Net Salesthis Agreement or of any payments made, royaltiesor required to be made, and other paymentsby or to the audited Party pursuant to this Agreement. Before beginning its audit, in the case of VIT as audited Party, and Auditor shall execute an undertaking acceptable to confirm China Agreement Revenue, in each Party by which the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following Auditor agrees to keep confidential all information reviewed during the Calendar Quarter to which they pertainaudit. Such audits may shall be exercised only limited to once for any period and no more than once per each Calendar Year during normal business hours upon reasonable prior written notice and once with respect to the audited Partyrecords covering any specific period of time. Any such Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days [ * ] after the accountantAuditor’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses reveals an underpayment of more than [ * ] by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar QuarterParty, in which case, case the audited Party shall bear reimburse the cost auditing Party for the costs of such audit.

Records; Audit. VIT VFMCRP shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT VFMCRP to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, royalties, and other payments, in the case of VIT VFMCRP as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once for any period and no more than once per Calendar Year during normal business hours upon reasonable prior written notice to the audited Party. Any such auditor shall not disclose the audited Party’s confidential information to the auditing *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarter, in which case, the audited Party shall bear the cost of such audit.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestone milestones, the amount of royalty and royalty other payments due hereunderunder this Agreement. ChemoCentryx shall keep, Each Party will keep such books and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years at least [ * ] following the end of the Calendar Quarter Year to which they pertain. Each Party Upon reasonable prior notice, such records shall have the right to have be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the other audited Party audit such records for the sole purpose of verifying for the auditing Party the accuracy of the other financial reports furnished by the audited Party pursuant to confirm Net Salesthis Agreement or of any payments made, royaltiesor required to be made, and other paymentsby or to the audited Party pursuant to this Agreement. Before beginning its audit, in the case of VIT as audited Party, and Auditor shall execute an undertaking acceptable to confirm China Agreement Revenue, in each Party by which the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following Auditor agrees to keep confidential all information reviewed during the Calendar Quarter to which they pertainaudit. Such audits may be exercised only once for any period and occur no more often than once per each Calendar Year during normal business hours upon reasonable and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior written notice to the audited PartyCalendar Year in which the audit request is made. Any such Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to In the event that the final [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be owed but unpaid competitively harmful if publicly disclosed. result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days [ * ] after the accountantAuditor’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party of for the audited period, which underpayment or overpayment was more than five [ * ] percent (5[ * ]%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarterset forth in such report, in which case, case the audited Party shall bear reimburse the cost of auditing Party for the costs for such audit. With respect more specifically to the Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of inspection and audit by an Auditor, the Party making the payment (the “Payor”) shall have the right at its expense to review any records of out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be appropriately allocated between the other product and the Product for purpose of calculating the internal costs specifically dedicated to the Product.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees and licensees under the Collaboration Technology to keep, complete and accurate records pertaining to the sale or other disposition of the Product Products in sufficient detail to permit ChemoCentryx the other Party to confirm the accuracy of commercial milestone milestone, royalty and royalty Out-Licensing Revenue payments due hereunder. ChemoCentryx shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) [*] years following the end of the Calendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, royalties, and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, such payments for a period covering not more than three (3) [*] years following the Calendar Quarter to which they pertain, which account shall enter into a confidentiality agreement on reasonable and customary terms with the audited Party. Such audits may be exercised only once for any period and no more than once per Calendar Year during normal business hours and upon reasonable [*] days prior written notice to the audited Party. Any such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports or invoices furnished by the audited Party or the amount of payments by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) [*] days after the accountant’s report, plus interest (as set forth in Section 9.5‎8.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than five percent (5%) [*] of the amount of royalties or other payments due under this Agreement for any applicable Calendar Quarterthe audited period, in which case, the audited Party shall bear the cost of such audit.

Records; Audit. VIT Each Party shall keep, and shall cause its Affiliates and Sublicensees to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit ChemoCentryx the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestone and royalty payments due hereunder. ChemoCentryx shall keepmilestones, and shall cause its Affiliates the amount of royalty and other payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to keepwhich they pertain, complete and accurate records pertaining to the China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. Each Party such records shall have the right to have be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the other audited Party audit such records for the sole purpose of verifying for the auditing Party the accuracy of the other financial reports furnished by the audited Party pursuant to confirm Net Salesthis Agreement or of any payments made, royaltiesor required to be made, and other paymentsby or to the audited Party pursuant to this Agreement. Before beginning its audit, in the case of VIT as audited Party, and Auditor shall execute an undertaking acceptable to confirm China Agreement Revenue, in each Party by which the case of ChemoCentryx as audited Party, for a period covering not more than three (3) years following Auditor agrees to keep confidential all information reviewed during the Calendar Quarter to which they pertainaudit. Such audits may shall be exercised only limited to once for any period and no more than once per each Calendar Year during normal business hours upon reasonable prior written notice and once with respect to the audited Partyrecords covering any specific period of time. Any such Such auditor shall not disclose the audited Party’s confidential information Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party under this Agreement. Any amounts shown to be owed but unpaid In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within thirty (30) days [ * ] after the accountantAuditor’s report, plus interest (as set forth in Section 9.5) from the original due date. Any overpayment by the audited Party revealed by an audit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, shall be refunded by the auditing Party at the request of the audited Party). The auditing Party shall bear the full cost of such audit unless such audit discloses reveals an underpayment of more than [ * ] by the audited Party of more than five percent (5%) of the amount of royalties or other payments due under this Agreement for any applicable Calendar QuarterParty, in which case, case the audited Party shall bear reimburse the cost auditing Party for the costs of such audit.