definiens: shall mean the detailed description and parame ters of the API set forth on Exhibit 1.2, which specifications may be amended from time to time by Company, subject to [COMPANY] 's written consent, such consent not to be unreasonably withheld . [ * ] 1.3 shall mean any corporation or non -corporate business entity which controls, is contr olled by, or is under common control with a party to this Agreement . A co rporation or non - corporate business entity shall be regarded as in control of another corporation or non - corporate business en tity if it owns, or directly or indirectly controls, in excess of fifty percent ( 50 % ) of the voting stock of the other corporation, or ( a ) in the absence of the ownership of in exces s of fifty percent ( 50 % ) of the voting stock of a corporation or ( b ) in the cas e of a non - corporate business entity, if it possess es, directly or indirectly, the power to direct or cause the direction of the manag ement and policies of such corporation or non - corpo rate business entity, as applicable