Terms and Conditions

These Standard Terms and Conditions of Sale (the "Terms") govern the sale of cosmetic ingredients and related products (collectively, the "Products") by Debut Biotechnology, Inc., a Delaware corporation with its principal place of business in San Diego, California ("Debut," "Seller," "we," or "us"), to the purchaser identified on the applicable order, quotation, invoice, or sales order acknowledgment ("Buyer," "Customer," or "you"). These Terms, together with any quotation issued by Debut and any order acknowledgment issued by Debut, constitute the entire agreement between the parties with respect to the Products (the "Agreement").

BY ISSUING A PURCHASE ORDER, ACCEPTING DELIVERY OF PRODUCTS, OR OTHERWISE PROCEEDING WITH A TRANSACTION, BUYER AGREES TO BE BOUND BY THESE TERMS. Any additional, different, or conflicting terms in Buyer's purchase order, acknowledgment, or other document are hereby objected to and rejected, and shall have no force or effect unless expressly accepted in a writing signed by an authorized officer of Debut.

1. ORDERS AND ACCEPTANCE

1.1 Quotations issued by Debut are valid for thirty (30) days from the date of issuance unless otherwise stated in writing, and are subject to prior sale, availability, and confirmation by Debut at the time of order.

1.2 All purchase orders are subject to acceptance by Debut. An order is accepted only upon Debut's written order acknowledgment, issuance of an invoice, or shipment of the Products, whichever occurs first. Debut reserves the right to reject any order, in whole or in part, in its sole discretion.

1.3 Once accepted, orders may not be cancelled, modified, deferred, or rescheduled by Buyer without Debut's prior written consent, which may be conditioned on Buyer's payment of cancellation, restocking, or rescheduling charges sufficient to cover Debut's costs incurred and a reasonable allowance for lost profit.

1.4 Custom, made-to-order, or specially manufactured Products are non-cancellable and non-returnable once production has commenced.

2. PRICING

2.1 Prices for the Products are those set forth on Debut's written quotation issued to Buyer and shall be honored for any order placed within the validity period of the quotation as set forth in Section 1.1. Pricing is fixed at the time of quotation; provided, however, that quoted prices remain subject to Buyer-initiated changes to specifications, quantities, or delivery schedules, and to changes in taxes, duties, tariffs, or other governmental charges imposed after the quotation date. All prices are quoted in U.S. dollars and are exclusive of any taxes, duties, tariffs, freight, insurance, customs charges, hazardous materials surcharges, certification fees, and similar charges, all of which are the responsibility of Buyer.

2.2 For orders placed without a current written quotation from Debut, pricing shall be Debut's then-current list price as of the date of order acceptance.

2.3 Samples of the Products, including evaluation, qualification, and pre-commercial samples, are not provided free of charge and shall be supplied at the price quoted by Debut for the applicable sample request. Samples are subject to all of these Terms, including the limited warranty in Section 6 and the limitation of liability in Section 7.

2.4 Unless otherwise agreed in writing, minimum order quantities and minimum order values may apply, and orders below such thresholds may be subject to a small-order surcharge.

3. PAYMENT TERMS

3.1 Payment terms are Net thirty (30) days from the date of Debut's invoice, subject to credit approval. Debut may, in its sole discretion, require payment in advance, cash on delivery, letter of credit, or other security at any time, including for first orders, international orders, or where Buyer's creditworthiness is in question.

3.2 All payments shall be made in U.S. dollars by wire transfer, ACH, or such other method as Debut may approve, to the account designated on Debut's invoice. Buyer shall not deduct, set off, or withhold any amount from payments due to Debut for any reason, including alleged claims, disputes, or counterclaims.

3.3 Any amount not paid when due shall bear interest from the due date until paid in full at the rate of 1.5% per month, or the maximum rate permitted by applicable law if lower. Buyer shall reimburse Debut for all costs of collection, including reasonable attorneys' fees and court costs.

3.4 If Buyer fails to make any payment when due, or if Debut has reasonable grounds to question Buyer's creditworthiness or ability to perform, Debut may, without prejudice to any other remedy: (a) suspend further deliveries or performance; (b) require advance payment or alternative security as a condition of further shipments; (c) accelerate all amounts owed by Buyer; and/or (d) terminate the Agreement.

3.5 Buyer is responsible for all sales, use, value-added, excise, and similar taxes, duties, and governmental charges arising from the sale, except for taxes based on Debut's net income.

4. DELIVERY, LEAD TIMES, AND TITLE

4.1 Unless otherwise agreed in writing, all Products are sold FCA Debut's designated facility in San Diego, California (Incoterms 2020). Title and risk of loss pass to Buyer upon delivery of the Products to the carrier at Debut's facility. Buyer is responsible for arranging and paying for transportation, insurance, export documentation, customs clearance, import duties, and all related charges, unless otherwise specified in writing.

4.2 Standard estimated lead times, measured from Debut's acceptance of the order, are:

• Orders of less than ten (10) kilograms: approximately four (4) weeks
• Orders of ten (10) kilograms or more: up to twenty (20) weeks

4.3 All lead times and delivery dates are estimates only and are not of the essence. Debut shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for any failure or delay in delivery. Late delivery shall not entitle Buyer to cancel any order, refuse delivery, or seek damages of any kind.

4.4 Debut may make partial shipments and invoice each shipment separately. Each partial shipment shall be deemed a separate sale, and payment for each shall be made in accordance with these Terms without regard to subsequent shipments.

4.5 If Buyer fails or refuses to take delivery of any Products tendered in accordance with the Agreement, Debut may, at Buyer's expense and risk, store the Products and shall be entitled to invoice Buyer as if the Products had been delivered, plus reasonable storage, handling, and insurance charges.

5. INSPECTION, ACCEPTANCE, AND RETURNS

5.1 Buyer shall inspect all Products promptly upon receipt and shall be deemed to have accepted the Products unless Buyer provides Debut with written notice of any visible defect, shortage, damage, or non-conformity within ten (10) days of delivery, or any latent defect within thirty (30) days of delivery (and in any event before use, processing, or resale).

5.2 Failure to provide timely written notice in accordance with Section 5.1 shall constitute irrevocable acceptance of the Products and a waiver of all claims with respect thereto.

5.3 No Products may be returned without Debut's prior written authorization and a Return Material Authorization (RMA) number. Buyer's sole and exclusive remedy for any non-conforming Product, and Debut's sole obligation, shall be, at Debut's option: (a) replacement of the non-conforming Product; or (b) refund or credit of the purchase price, in each case upon Debut's confirmation of the non-conformity.

5.4 Products that have been opened, used, processed, blended, repackaged, mishandled, stored outside of recommended conditions, or that are beyond their stated retest or expiration date are not eligible for return or credit.

6. QUALITY, TESTING, AND LIMITED WARRANTY

6.1 Quality Control and Testing. Each lot of Products is subjected to extensive quality control testing in accordance with Debut's established procedures, and is released only upon meeting Debut's published specifications. Each shipment is accompanied by, or is available with, a Certificate of Analysis (CoA) and a current Safety Data Sheet (SDS). The CoA reflects the results of testing on the lot at the time of release and is the definitive statement of the Product's conformity to specification.

6.2 Limited Warranty. Debut warrants that, at the time of delivery, the Products will conform in all material respects to Debut's then-current published specifications or the specifications expressly agreed by the parties in writing as reflected on the applicable CoA, and will be free from material defects in material and workmanship. This warranty extends only until the earlier of: (a) the Product's stated retest or expiration date; or (b) twelve (12) months from the date of delivery.

6.3 EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 6.2, DEBUT MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. DEBUT DOES NOT WARRANT THAT THE PRODUCTS ARE SUITABLE FOR ANY PARTICULAR USE OR APPLICATION OR THAT THEY WILL ACHIEVE ANY PARTICULAR RESULT.

6.4 Buyer's Independent Responsibility. Notwithstanding the testing performed by Debut, Buyer acknowledges and agrees that the Products are raw materials intended to be incorporated into finished cosmetic products formulated, manufactured, packaged, labeled, and marketed by Buyer or its customers, and that the safety, efficacy, stability, and regulatory status of any such finished product depend on numerous factors outside of Debut's control, including formulation choices, concentration levels, interactions with other ingredients, manufacturing conditions, packaging, storage, and end-user behavior. Buyer is solely responsible for:

• Determining the suitability and safety of the Products for Buyer's intended use
• Conducting all formulation, compatibility, stability, challenge, efficacy, and human safety testing of any finished product
• All label claims, marketing claims, and substantiation thereof
• Compliance with all applicable laws and regulations governing the finished product

Debut's testing of the Products is not a substitute for, and shall not be relied upon in lieu of, Buyer's own testing of finished products.

6.5 Assumption of Risk. Buyer assumes all risk and liability arising from the use, handling, storage, processing, formulation, blending, repackaging, distribution, marketing, labeling, and resale of the Products and any finished products incorporating them, and acknowledges that any harm, defect, or claim attributable to such activities, or to the formulation or use of finished products, is not the responsibility of Debut, provided that the Products conformed to specification at the time of delivery.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL DEBUT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR FOR THE COST OF SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF DEBUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 DEBUT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO DEBUT FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

7.3 The limitations and exclusions in this Section 7 shall apply to the maximum extent permitted by applicable law and shall survive any failure of essential purpose of any limited remedy.

8. INDEMNIFICATION

8.1 Buyer shall defend, indemnify, and hold harmless Debut and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Buyer's use, handling, storage, processing, formulation, blending, repackaging, distribution, marketing, labeling, or resale of the Products
• Any finished product manufactured or distributed by Buyer or its customers that incorporates the Products
• Buyer's breach of these Terms
• Buyer's negligence, willful misconduct, or violation of applicable law
• Any representations, warranties, or claims made by Buyer regarding the Products or any finished product that exceed those expressly authorized by Debut in writing

8.2 During the term of this Agreement, each Party will maintain commercial general liability insurance including product liability in an amount not less than $2 million per occurrence and $5 million aggregate. A certificate of insurance will be provided upon request.

9. REGULATORY COMPLIANCE AND PERMITTED USE

9.1 The Products are sold for use as cosmetic ingredients in business-to-business transactions only. The Products are not intended for, and Buyer shall not use, market, or resell the Products for, use as a drug, medical device, food, dietary supplement, animal feed, pesticide, or any application requiring premarket approval by the U.S. Food and Drug Administration or any other regulatory authority, unless expressly approved by Debut in writing.

9.2 Buyer is solely responsible for compliance with all applicable laws, regulations, standards, and industry guidelines governing the import, export, transportation, storage, handling, formulation, labeling, marketing, sale, and disposal of the Products and any finished products incorporating them, including without limitation the U.S. Federal Food, Drug, and Cosmetic Act, the Modernization of Cosmetics Regulation Act of 2022 (MoCRA), regulations of the U.S. Environmental Protection Agency, OSHA, U.S. export control and sanctions laws (including the Export Administration Regulations and regulations administered by OFAC), and equivalent laws in any other jurisdiction in which Buyer markets or sells finished products.

9.3 Buyer shall not export, re-export, or transfer the Products, directly or indirectly, to any country, entity, or person prohibited by applicable export control or sanctions laws, or for any prohibited end use.

9.4 Buyer shall handle and store the Products in accordance with the applicable Safety Data Sheet (SDS), technical data sheet, certificate of analysis, and any other written instructions provided by Debut, and shall ensure that all persons handling the Products are appropriately trained and equipped.

10. INTELLECTUAL PROPERTY

10.1 All intellectual property rights in and to the Products, including patents, composition-of-matter claims, trade secrets, know-how, trademarks, formulations, manufacturing processes, technical data, and related documentation, are and shall remain the exclusive property of Debut or its licensors.

10.2 License Grant. Subject to Buyer's full and timely payment for the Products and continued compliance with these Terms, Debut hereby grants to Buyer a royalty-free, fully paid-up, worldwide, non-exclusive, non-transferable license, under Debut's composition-of-matter and other patent rights covering the Products, solely to incorporate the Products (as purchased from Debut) into Cosmetic formulations and solely to use, market, sell, and distribute finished cosmetic formulations containing such Products. This license extends only to Products actually purchased from Debut or its authorized distributors and does not extend to any Products sourced from any other supplier, to any reproduction, derivative, or analogue of the Products, or to any use outside the field of Cosmetic formulations. The license terminates automatically as to any Product for which payment is not made when due or as to which Buyer is in material breach of these Terms. "Cosmetic" as used herein shall have the meaning ascribed to it under the FD&C Act, sec. 201(i).

10.3 Except for the limited license expressly granted in Section 10.2, no license or right is conveyed by implication, estoppel, or otherwise under any intellectual property of Debut. Buyer shall not: (a) reverse engineer, deformulate, decompile, or otherwise attempt to determine the composition, structure, or method of manufacture of any Product; (b) use any Debut trademark, trade name, or logo without Debut's prior written consent; or (c) make any representation that any finished product is endorsed, certified, or approved by Debut without Debut's prior written consent. Any action taken counter to this Section 10.3 is a breach of this Agreement and the license granted in Section 10.2 shall immediately terminate.

11. CONFIDENTIALITY

11.1 All non-public information disclosed by Debut to Buyer, including pricing, technical data, specifications, formulations, sample materials, business plans, customer lists, and the existence and terms of the Agreement, is the confidential information of Debut. Buyer shall: (a) hold such information in strict confidence; (b) use it solely for the purpose of evaluating, purchasing, and using the Products in accordance with these Terms; and (c) not disclose it to any third party without Debut's prior written consent. These obligations shall survive termination of the Agreement for a period of five (5) years, and indefinitely with respect to trade secrets.

12. FORCE MAJEURE

12.1 Debut shall not be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action, embargoes, sanctions, labor disputes, supplier or carrier failures, raw material shortages, utility or telecommunications failures, cyber-attacks, and disruptions to manufacturing or supply chains. In the event of such a delay, Debut may, at its option, allocate available Products among its customers in any reasonable manner, extend the time for performance, or, if the delay continues for more than ninety (90) days, terminate the affected order without liability.

13. TERMINATION

13.1 Debut may terminate the Agreement or any order, in whole or in part, immediately upon written notice if:

• Buyer fails to pay any amount when due and does not cure such failure within ten (10) days of written notice
• Buyer breaches any other material provision of these Terms and does not cure such breach within thirty (30) days of written notice
• Buyer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy or insolvency proceeding
• Debut reasonably determines that continued performance would violate applicable law or expose Debut to material reputational or regulatory risk

13.2 Upon termination, all amounts owed by Buyer to Debut shall become immediately due and payable. Sections 3, 5, 6, 7, 8, 11, 14, and 15, and any other provisions that by their nature should survive, shall survive termination.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2 Informal Resolution. Before initiating arbitration, the parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to the Agreement (a "Dispute") through written notice and discussion between senior representatives of each party for a period of at least thirty (30) days.

14.3 Binding Arbitration. Any Dispute that is not resolved under Section 14.2 shall be finally resolved by binding arbitration administered by JAMS in San Diego, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect (or, for Disputes within their scope, the JAMS Streamlined Arbitration Rules). The arbitration shall be conducted before a single neutral arbitrator with substantive experience in commercial supply agreements. The arbitration shall be conducted in the English language. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award fees and costs to the prevailing party as permitted by applicable law.

14.4 Equitable Relief. Notwithstanding Section 14.3, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the state or federal courts located in San Diego County, California, to protect its intellectual property or confidential information, or to enforce arbitration. Debut may also bring an action in such courts to collect amounts owed by Buyer. The parties irrevocably consent to the personal jurisdiction and venue of such courts for these purposes and waive any right to a trial by jury.

14.5 Confidentiality of Proceedings. The existence, content, and result of any arbitration shall be kept confidential by the parties, except as required by law or as necessary to enforce the award.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, together with Debut's quotation, order acknowledgment, and any written agreement signed by both parties, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements.

15.2 Amendments. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized officer of Debut. Debut may update these Terms from time to time, and updated Terms shall apply to all orders accepted on or after the effective date of the update.

15.3 Assignment. Buyer may not assign or transfer the Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Debut's prior written consent. Any attempted assignment in violation of this Section is void. Debut may freely assign the Agreement.

15.4 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Waiver. No failure or delay by Debut in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right or remedy.

15.6 Notices. All notices to Debut shall be in writing and sent to Debut's principal place of business in San Diego, California, addressed to the attention of the General Counsel or such other address as Debut may designate. Notices to Buyer may be sent to the address on file with Debut.

15.7 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

15.8 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and does not confer any rights on any third party.

15.9 Counterparts and Electronic Signatures. The Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.10 Headings. Headings are for convenience only and shall not affect interpretation.

16. INGREDIENT PURCHASES — DIFFERENCES FROM PUBLISHED WEBSITE TERMS

This Section identifies material differences between these Terms (the "v2 Draft") and the General Terms and Conditions of Sale published on Debut's website (the "Website Terms") as of the date of these Terms, specifically with respect to the purchase of cosmetic ingredients. In the event of any conflict between this Section and the remainder of these Terms, this Section shall govern for ingredient purchases.

16.1 Payment Terms. These Terms provide Net 30 payment from the date of invoice (Section 3.1), whereas the Website Terms require payment upon receipt of invoice (i.e., immediately). For ingredient purchases governed by these Terms, Net 30 terms apply. The late interest rate under these Terms is 1.5% per month (Section 3.3); the Website Terms specify 8% per month. The lower rate of 8% per month shall apply to any late payments on ingredient purchases, or the maximum rate permitted by applicable law if lower.

16.2 Delivery Terms. These Terms provide for delivery on FCA terms (Incoterms 2020), with risk of loss passing to Buyer upon handover to the carrier at Debut's facility (Section 4.1). The Website Terms use Ex Works (EXW) terms, under which risk passes even earlier — upon Buyer's pickup at Debut's facility, before any carrier is involved. For ingredient purchases under these Terms, FCA San Diego applies.

16.3 Inspection and Claims Window. These Terms provide 10 days to notify Debut of visible defects and 30 days for latent defects (Section 5.1). The Website Terms require all defect notices within 15 days of delivery, with a separate 48-hour window for shortage claims. For ingredient purchases under these Terms, the 10/30-day regime in Section 5.1 applies. Shortage claims must, however, be submitted in writing within 48 hours of delivery, consistent with Debut's published operational practice.

16.4 Limited Warranty. These Terms include a limited warranty that Products will conform to published specifications and be free from material defects for up to 12 months from delivery or the retest/expiry date, whichever is earlier (Section 6.2). The Website Terms contain no warranty whatsoever — Section 12 of the Website Terms is a complete disclaimer of all warranties. For ingredient purchases under these Terms, the limited warranty in Section 6.2 applies and supersedes any no-warranty position in the Website Terms.

16.5 IP License. These Terms include an express royalty-free, non-exclusive, non-transferable patent license for Buyer to incorporate purchased Products into Cosmetic formulations and sell such finished Cosmetic formulations (Section 10.2). The Website Terms contain no license grant — Debut retains all IP rights without any license to Buyer. For ingredient purchases under these Terms, the license in Section 10.2 is expressly granted and is a material term of the Agreement.

16.6 Governing Law and Dispute Resolution. These Terms are governed by California law with disputes resolved by JAMS binding arbitration in San Diego, California (Sections 14.1–14.3). The Website Terms are governed by New York law with disputes resolved exclusively in the courts of New York County, with no arbitration provision. For ingredient purchases under these Terms, California law and JAMS arbitration in San Diego apply.

16.7 Limitations Period. The Website Terms impose a one (1) year hard cutoff from the date of delivery for Buyer to commence any cause of action, regardless of applicable statutes of limitations. These Terms contain no equivalent compressed limitations period, meaning standard California statutes of limitations apply. This is a material difference in Buyer's rights with respect to ingredient purchases under these Terms.

16.8 Pricing Stability. These Terms fix pricing at the time of quotation for 30 days and honor it for any order placed within that window (Section 2.1). The Website Terms explicitly reserve Debut's right to adjust prices at any time with reasonable notice, and state that pricing in an accepted purchase order is not guaranteed for any future orders. For ingredient purchases under these Terms, quoted prices are binding for the quotation validity period per Section 2.1.

16.9 Force Majeure. These Terms apply force majeure protection to Debut only (Section 12.1). The Website Terms provide mutual force majeure protection, excusing both Debut and Buyer from delays caused by events beyond their reasonable control. The asymmetric force majeure in these Terms is more favorable to Debut; Buyer should note that it cannot invoke force majeure as a defense to payment or other performance obligations under these Terms.

16.10 Third-Party Beneficiaries. These Terms expressly state that the Agreement confers no rights on any third party (Section 15.8). The Website Terms make Debut's subsidiaries express third-party beneficiaries with the right to enforce Debut's rights directly. For ingredient purchases under these Terms, no third-party beneficiary rights are created in favor of Debut's subsidiaries or any other party.

17. BUYER-SUPPLIED MATERIALS; INVENTORY; ADDITIONAL SELLER RIGHTS

17.1 Buyer-Supplied Materials. If Buyer supplies any raw materials, components, or packaging to Debut for use in producing the Products ("Buyer-Supplied Materials"), Buyer is solely responsible for all costs of transporting, loading, unloading, insuring, and customs clearance of Buyer-Supplied Materials to Debut's facility. All deliveries of Buyer-Supplied Materials require a dock appointment confirmed by Debut in advance; Debut may refuse any delivery without a confirmed appointment. Packaging components and raw materials not requiring microbiological testing must be received at Debut's facility no later than fifteen (15) calendar days before the scheduled production commencement date; raw materials requiring microbiological testing must be received no later than thirty (30) calendar days before such date. Debut may refuse deliveries arriving outside these windows or in quantities exceeding those required for the applicable order. If any Buyer-Supplied Materials are defective or non-conforming, Buyer shall reimburse Debut for all resulting costs, including rework, relabeling, and replacement, whether or not the defect is discovered before or after production commences. Buyer hereby grants to Debut a royalty-free, fully paid-up, worldwide, non-exclusive, perpetual, non-transferable license, under Buyer's patent rights covering the Buyer-Supplied Materials, solely to incorporate the Buyer-Supplied Materials into Products.

17.2 Secured Material. Where Debut procures raw materials or components to fulfill an order, Debut may, due to supplier minimum order quantity (MOQ), economic order quantity (EOQ), or lead time requirements, be required to purchase quantities exceeding those needed to fill the order. Any such excess quantities ("Secured Material") are procured for Buyer's account, and Buyer shall pay Debut for all associated costs, including purchase price, handling, storage, and disposal, as invoiced by Debut. Payment for Secured Material is due in accordance with Section 3.

17.3 Excess Inventory; Storage Fees. Debut will hold purchased materials, Secured Material, and Buyer-Supplied Materials at its facility for a maximum of ninety (90) calendar days from receipt or procurement (the "Holding Period"). Materials remaining after the Holding Period are deemed excess inventory ("Excess Inventory"). Debut will notify Buyer of any Excess Inventory, and Buyer shall, within fifteen (15) calendar days of such notice, either: (a) submit a purchase order to convert all Excess Inventory into Products; or (b) direct Debut to invoice the Excess Inventory to Buyer at cost plus applicable fees and arrange, at Buyer's expense, for shipment to a location of Buyer's choice or destruction by Debut. If Buyer fails to elect an option within fifteen (15) calendar days, Debut may dispose of the Excess Inventory in any manner it deems appropriate and invoice Buyer for all associated costs. Debut may also charge Buyer a monthly pallet storage fee ("Pallet Fee") for Excess Inventory held beyond the Holding Period, at the rate of USD $45 per pallet per month from days 91 through 180, and USD $60 per pallet per month thereafter, prorated as applicable. Pallet Fees are invoiced monthly and payable in accordance with Section 3.

17.4 Reputational and Sanctions-Based Termination. Without prejudice to Debut's rights under Section 13, Debut may immediately terminate this Agreement or cancel any outstanding order, without liability to Buyer, if: (a) Buyer or any of its directors, officers, agents, employees, business partners, or affiliates is accused of or becomes subject to a finding of any violation of applicable law, rule, or regulation, or any court or regulatory order or decree; or (b) Buyer or any of its directors, officers, agents, employees, customers, or affiliates (i) is listed on the OFAC Specially Designated Nationals and Blocked Persons list or any other applicable sanctions list; (ii) becomes the subject or target of any investigation or proceeding by OFAC, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other sanctions authority; or (iii) is organized, located, or resident in a country or territory whose government is the target of comprehensive sanctions imposed by any U.S. or applicable foreign government authority. Buyer shall immediately notify Debut in writing upon becoming aware that it or any such person or entity has become the subject or target of any such investigation, proceeding, or designation. Buyer shall be liable for all costs incurred by Debut as a result of any termination or cancellation under this Section 17.4, including materials that cannot be reused, applied labor, supplier cancellation fees, disposal fees, warehousing costs, and administrative costs.

17.5 Price Adjustment for Input Cost Increases. In addition to the price adjustment rights set forth in Section 2.1, Debut may adjust the price of any Product in an accepted order if Debut's cost of producing the Product increases after order acceptance due to increases in the cost of raw materials, fermentation inputs, energy, labor, manufacturing, transportation, or other production inputs. Debut shall provide Buyer with written notice of any such adjustment as soon as reasonably practicable. If Buyer does not accept the adjusted price within ten (10) days of such notice, either party may cancel the affected order without further liability, except that Buyer shall remain liable for all costs incurred by Debut in connection with that order prior to cancellation.

17.6 Bill-and-Hold. If Products are ready for delivery at Debut's facility and Buyer requests in writing that the confirmed delivery or pickup date be extended, Debut may, at its option, invoice Buyer as of the date the Products are ready. Payment shall be due in accordance with Section 3 from the invoice date. Title and risk of loss shall pass to Buyer upon issuance of the invoice, and Debut will hold the Products at Buyer's risk and expense until pickup, subject to reasonable storage charges. Debut's acceptance of any request for delayed pickup is in its sole discretion and shall not constitute a waiver of any right under this Agreement.

17.7 Allocation. If Debut is unable, for any reason, to supply the full quantities of Products ordered by Buyer, Debut may allocate its available production capacity, inventory, and labor among its customers in any manner Debut deems reasonable, in its sole discretion. Debut's exercise of this allocation right shall not constitute a breach of this Agreement, and Buyer shall have no claim against Debut for any loss or damage arising from a partial or delayed supply resulting from such allocation. Debut shall use commercially reasonable efforts to notify Buyer promptly of any anticipated shortfall.

— END OF TERMS AND CONDITIONS —

Debut Biotechnology, Inc. | San Diego, California | www.debutbiotech.com

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