definiens: means ( a ) an entity that owns directly or indirect ly a controlling interest in a Party, by stock ownership or otherwise, ( b ) any entity in whi ch a Party owns a controlling interest, by stock ow nership or otherwise, or ( c ) any entity under common control w ith a Party, directly or indirectly . Solely for pur poses of the foregoing sentence, and means the power, whether or not exercised, to direct the management and affairs of a Party, directly or indi rectly, whether through the ownership of voting sec urities, by contract, or otherwise . The direct or indirect owne rship of fifty percent ( 50 % ) or more of a Party ’s o utstanding voting securities shall in any case be deemed to co nfer 1.4 means that certain API Supply Agreement, effective as of December 5, 2008, by and between Shore ( as successor to Sciele Pharma, Inc. ) and Chemagis ( ), as amended on June 28, 2011, and as further amended from time to time following the Effective Date, pursuant to whic h Chemagis agreed to manufacture and supply to Shore the Compound