definiens: means, with respect to a Party hereto, any subsidiary controlled by such Party and any entity directly or indirectly controlled by, under common control with, or controlling such Party . For this purpose, means direct or indirect ownership of fifty percent ( 50 % ) or more of the securities or other ownership interests representing the equity, voting stock, general partnership or membership interest of such entity or the power, whether through ownership of voting securities, by contract or otherwise, to direct or cause the direction of the management and policies of such entity, directly or indirectly, except that a supennajority vote requirement in a shareholder agreement or operating CONFIDENTIAL TREATMENT REQUESTED BY SPECTRX, INC - The text in lbold bracketsl in this document is submitted as CONFIDENTIAL . Exemption from disclosure to non - government parties of this document and any copies of it is claimed under the Freedom of Infonnation Act and applicable rules and regulations of the Securities and Exchange Commission . It is requested that before any disclosure is pennitted of this document or any part or copies of it, timely notice be given to William B. Rowland . Esq ., Jones, Day, Reavis & Pogue . 3500 SunTrust Plaza, 303 Peachtree Street, Atlanta, Georgia 30308 - 3242, ( 404 ) 581 - 8961