system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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set the customer selling prices in good faith and in a commercially reasonable manner. 4.2. Shipment. The shipment of orders to Sekisui's customers shall be subject to the ability of Sekisui and Qualigen to obtain all required licenses and permits then in effect. Qualigen agrees (i) to assist Sekisui in obtaining such required licenses or permits, (ii) to comply with all Regulatory Approvals in, including all approvals and licenses necessary to import the Product into, the Applicable Markets, and (iii) to maintain the necessary records to comply with all Regulatory Approvals and other applicable rules and regulations in the Applicable Markets. Qualigen shall not be subject to unreasonable requests for assistance in applying for Regulatory Approvals such as providing original or proprietary documents, submitting free product samples or extensive translations. All Product ordered by Sekisui's customers shall be suitably packed for shipment and storage by Qualigen on behalf of Sekisui in accordance with Qualigen's standard commercial shipping practices. Each order shall be shipped as designated by Sekisui's customers in the order. If the carrier noted on the Sekisui customer's purchase order is not available, or if the purchase order does not designate a carrier, then Sekisui shall select the mode of shipment or, if Sekisui does not select the mode of shipment, Qualigen shall select the mode of shipment. Qualigen's responsibility shall be to deposit the ordered goods with the designated carrier within the shipping periods specified, and Qualigen shall not be liable for late delivery if so accomplished. 4.3. Delivery Terms. Qualigen shall deliver Products ordered by Sekisui, FCA (Incoterms 2010) Qualigen's facility in Carlsbad, California. Title to Products ordered by Sekisui shall pass to Sekisui upon delivery to the designated Sekisui storeroom at Qualigen's facility. While held at the Sekisui storeroom, any physical inventory loss will be the responsibility of Qualigen. Sekisui undertakes that all Sekisui inventory of Products shall be kept at such designated Sekisui storeroom at Qualigen's facility, until resale to Sekisui's customers. 6 Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 4.4. Sales Expense; Business Plan. For the avoidance of doubt, Sekisui shall be responsible for all sales and related sales expense except for Qualigen Retained Customers. The Business Plan sets forth Sekisui's plans for the sale and distribution of the Products, including target budget and resource allocations for the marketing and sales of the Products and estimated forecasts of sales to customers. Sekisui shall in good faith use commercially reasonable efforts, in conformance with good commercial practice and standards, government regulations and other applicable requirements, to promote, market and sell the Products, to execute the Business Plan and to achieve its objectives. Except as set forth in Section 3.2, such forecasts and budgets are intended for guidance purposes only and are not binding obligations. Sekisui shall be responsible for bad debt (customer nonpayment) and credit card merchant fees and expenses. 4.5. Financing Payments; Development Plan. In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the "Financing Payments"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan. 4.6. Personnel Matters. Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment. Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products. A sales person "primarily responsible for selling the Products" is one that spends more than half of his or her time and receives more than half of his or her commission based compensation
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Extract the exact clause related to "Governing Law" from the excerpt above.