Common use of Permitted Disclosures of Confidential Information Clause in Contracts

Permitted Disclosures of Confidential Information. For purposes of this Section, only the officers, trustees, directors, and employees of Sponsor, its affiliates and the Trust and those of Precious Metals Dealer, including their respective accountants, auditors, attorneys, agents or service providers, shall be authorized parties, provided those individuals have a “need to know” the Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that Confidential Information may be required to be disclosed under applicable securities laws or rules, such Confidential Information may be disclosed upon notice to the other party, which notice may be a copy of the document containing such disclosure. In the event that one party (the “Disclosing Party”) is requested or required by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party to disclose any Confidential Information of the other party (the “Non-Disclosing Party”), to the extent permitted by law, regulation or individual process the Disclosing Party shall provide the Non-Disclosing Party with prompt written notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of its independent outside counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party shall take all reasonably practicable measures to preserve the confidentiality of the Confidential Information, including, without limitation, protection under the Freedom of Information Act of the federal government or any state government or by reasonably cooperating with the Non-Disclosing Party, at the Non-Disclosing Party’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

Permitted Disclosures of Confidential Information. For A Party may disclose Confidential Information only: (a) with the prior written approval of the other Party; (b) to the extent required by Law or pursuant to an order of a Governmental Authority; (c) to the extent required for the purposes of fulfilling its obligations under this Section, only Agreement;’ (d) to the officers, trustees, directors, and employees extent required for the purposes of Sponsor, fulfilling its affiliates and the Trust and those of Precious Metals Dealerobligations under this Agreement, including the W&I Insurance; (e) to Seller’s or the Purchaser’s financiers, investors and/or their respective accountantslegal counsel; (f) in routine public company disclosures (including financial statements, auditorspress releases, attorneysinvestor materials and filings with any securities exchange or regulator); (g) to a Tax Authority in connection with the tax affairs of the disclosing party. (h) to the extent reasonably required to conduct the defence of a claim or to enforce any rights or to exercise any remedies under this Agreement or any related agreement; (i) to that Party’s Representatives or Affiliates, agents but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of and instructed to adhere to the terms of this Clause as if bound by them; and (j) to a person that has the intention to assume rights or service providersobligations of such Party under and in accordance with this Agreement, shall but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be authorized partiesmade is informed of and instructed to adhere to the terms of this Clause as if bound by them, provided those individuals have that if a “need to know” the Confidential Information that Party is consistent with their respective positions and legal obligations and responsibilities. In the event that Confidential Information may be required to be disclosed under applicable securities laws or rules, such Confidential Information may be disclosed upon notice to the other party, which notice may be a copy of the document containing such disclosure. In the event that one party (the “Disclosing Party”) is requested or required by Law or pursuant to an order of a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party Governmental Authority to disclose any Confidential Information of Information, it shall promptly notify the other party (the “Non-Disclosing Party”), to the extent permitted by law, regulation or individual process the Disclosing . The Party shall provide the Non-Disclosing Party with prompt written notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of its independent outside counsel, required to disclose Confidential InformationInformation shall, if reasonably possible and lawful, co-operate with the Disclosing other Party maywith regard to the timing and content of such disclosure, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party shall take all reasonably practicable measures to preserve the confidentiality of the Confidential Information, including, without limitation, protection under the Freedom of Information Act of the federal government or any state government or by action which the other Party may reasonably cooperating with the Non-Disclosing Party, at the Non-Disclosing Party’s expense, elect to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Informationchallenge such requirement.

Permitted Disclosures of Confidential Information. For purposes of Nothing in this Section, only Agreement shall prevent the officers, trustees, directors, and employees of Sponsor, its affiliates and the Trust and those of Precious Metals Dealer, including their respective accountants, auditors, attorneys, agents or service providers, shall be authorized parties, provided those individuals have a “need to know” the Receiving Party from disclosing Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that Confidential Information may be required to be disclosed under applicable securities laws or rules, such Confidential Information may be disclosed upon notice to the other party, which notice may be a copy of extent the document containing such disclosure. In the event that one party (the “Disclosing Party”) Receiving Party is requested or required by a court of competent jurisdiction or legally compelled to do so by any regulatory body governmental investigative or judicial agency pursuant to proceedings over which regulates the conduct of the Disclosing Party such agency has jurisdiction; provided, however, that prior to disclose any Confidential Information of the other party (the “Non-Disclosing Party”), such disclosure and to the extent permitted by law, regulation or individual process the Disclosing Receiving Party shall provide (i) assert the Non-Disclosing Party with prompt written notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of its independent outside counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion confidential nature of the Confidential Information which such counsel advises to the agency; (ii) immediately notify the Disclosing Party is required in writing of the agency’s order or request to be disclosed, provided that disclose; and (iii) cooperate fully with the Disclosing Party shall take all reasonably practicable measures to preserve in protecting against any such disclosure and/or obtaining a protective order narrowing the confidentiality scope of the compelled disclosure and protecting its confidentiality. In addition and notwithstanding Section 7.3, BDI Pharmaceuticals may disclose the Results to a Third Party if it has received written consent to such disclosure from Dyadic. In requesting such consent, BDI Pharmaceuticals shall provide the following information to Dyadic: (i) evidence that the Third Party to whom the disclosure is proposed to be made has executed, or will execute prior to receipt of Results, a confidentiality agreement with BDI Pharmaceuticals that prevents such Third Party from further disclosure of such information and contains restrictions on disclosure of Confidential InformationInformation at least as stringent as those found herein; and (ii) the proposed disclosure of Results. BDI Pharmaceuticals agrees that Dyadic may, includingin its sole discretion, without limitation, protection under refuse to consent to the Freedom of disclosure and/or may require BDI Pharmaceuticals to delete any Dyadic Confidential Information Act of from the federal government or any state government or by reasonably cooperating with the Non-Disclosing Party, at the Non-Disclosing Party’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Informationproposed disclosure.

Permitted Disclosures of Confidential Information. For purposes of this Section, only the officers, trustees, directors, and employees of Sponsor, its affiliates and the Trust and those of Precious Metals Dealer, including their respective accountants, auditors, attorneys, agents or service providers, shall be authorized parties, provided those individuals have a “need to know” the Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that Confidential Information may be required to be disclosed under applicable securities laws or rules, such Confidential Information may be disclosed upon notice to the other party, which notice may be a copy of the document containing 8 such disclosure. In the event that one party (the “Disclosing Party”) is requested or required by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party to disclose any Confidential Information of the other party (the “Non-Disclosing Party”), to the extent permitted by law, regulation or individual process the Disclosing Party shall provide the Non-Disclosing Party with prompt written notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of its independent outside counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party shall take all reasonably practicable measures to preserve the confidentiality of the Confidential Information, including, without limitation, protection under the Freedom of Information Act of the federal government or any state government or by reasonably cooperating with the Non-Disclosing Party, at the Non-Disclosing Party’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.. 4. REPRESENTATIONS