-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDTyJHJhYC8Vu+d4FTpg2qg5VQxxgPnlEkEbhzySgJIR3diTHHOaJTi5tudghqBK zxASShQeIxhYU8fTegMSSA== 0000950138-08-000702.txt : 20080919 0000950138-08-000702.hdr.sgml : 20080919 20080919063652 ACCESSION NUMBER: 0000950138-08-000702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080919 DATE AS OF CHANGE: 20080919 GROUP MEMBERS: ALTICOR GOBAL HOLDINGS INC. GROUP MEMBERS: ALTICOR INC. GROUP MEMBERS: SOLSTICE HOLDINGS INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PYXIS INNOVATIONS INC CENTRAL INDEX KEY: 0001221575 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7575 FULTON STREET EAST CITY: ADA STATE: MI ZIP: 49355-0001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLEUKIN GENETICS INC CENTRAL INDEX KEY: 0001037649 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943123681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53249 FILM NUMBER: 081079372 BUSINESS ADDRESS: STREET 1: 135 BEAVER ST CITY: WATHAM STATE: MA ZIP: 02452 BUSINESS PHONE: 1-781-398-0700 MAIL ADDRESS: STREET 1: 135 BEAVER ST CITY: WATHAM STATE: MA ZIP: 02452 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL SCIENCE SYSTEMS INC DATE OF NAME CHANGE: 19971003 SC 13D/A 1 sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

INTERLEUKIN GENETICS, INC.

(Name of Issuer)

 

Common Stock $.001 Par Value

(Title of Class of Securities)

 

458738101

(CUSIP Number)

 

Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Attention: Robert J. Endicott
Telephone (314) 259-2447

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

September 1, 2008

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   o

 

(Continued on the following pages)

 

(Page 1 of 13 Pages)

_______________________

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 2 of 13

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

Pyxis Innovations Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

 

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  o

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

35,748,692

8

SHARED VOTING POWER

 

 

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

35,748,692

10

SHARED DISPOSITIVE POWER

 

 

 


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

35,748,692

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

58.9%

14

TYPE OF REPORTING PERSON

 

 

 

CO

 

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 3 of 13

 

 

 

 

1

NAMES OF REPORTING PERSONS

Alticor Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)x

 

 

(b) o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

 

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  o

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Michigan

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

35,748,692

8

SHARED VOTING POWER

 

 

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

35,748,692

10

SHARED DISPOSITIVE POWER

 

 

 


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

35,748,692

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

58.9%

14

TYPE OF REPORTING PERSON

 

 

 

HC

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 4 of 13

 

 

 

 

1

NAMES OF REPORTING PERSONS

Solstice Holdings Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

 

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  o

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Michigan

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

35,748,692

8

SHARED VOTING POWER

 

 

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

35,748,692

10

SHARED DISPOSITIVE POWER

 

 

 


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

35,748,692

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

58.9%

14

TYPE OF REPORTING PERSON

 

 

 

HC

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 5 of 13

 

 

 

 

1

NAMES OF REPORTING PERSONS

Alticor Global Holdings Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

 

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  o

 

 

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

35,748,692

8

SHARED VOTING POWER

 

 

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

35,748,692

10

SHARED DISPOSITIVE POWER

 

 

 


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

35,748,692

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

58.9%

14

TYPE OF REPORTING PERSON

 

 

 

HC

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 6 of 13

 

 

This Amendment No. 7 amends Amendment No. 6 to Schedule 13D of Pyxis Innovations Inc. (“Pyxis”), Alticor Inc., Solstice Holdings Inc. (formerly known as Alticor Holdings Inc.) and Alticor Global Holdings Inc. filed January 16, 2008 (“Amendment No. 6”), which amended their Amendment No. 5 filed July 25, 2007 (“Amendment No. 5”), which amended their Amendment No. 4 filed August 28, 2006 (“Amendment No. 4”), which amended their Amendment No. 3 filed June 23, 2006 (“Amendment No. 3”), which amended their Amendment No. 2 filed September 24, 2004 (“Amendment No. 2”), which amended their Amendment No. 1 filed July 22, 2003 (“Amendment No. 1”), which amended their initial Statement on Schedule 13D filed March 14, 2003 (“Initial Schedule 13D”), relating to the Issuer’s securities. Amendment No. 6, Amendment No. 5, Amendment No. 4, Amendment No. 3, Amendment No. 2, Amendment No. 1 and the Initial Schedule 13D are collectively referred to in this Amendment as the “Previous Filings.” To the extent any item is superseded by a later filing, the later filing is operative and controlling. Except as otherwise set forth herein, this Amendment No. 7 does not modify any of the information previously reported in the Previous Filings.

 

Explanatory Note

 

This Amendment is filed for the purpose of providing information regarding certain changes in the structure and composition of the Board of Directors of Interleukin Genetics, Inc. (the “Issuer”) and related amendments to the bylaws of the Issuer, as more fully described in Items 4(d) and 4(g) below. It also provides supplementary information regarding (i) the conversion of convertible notes held by Pyxis into shares of the Issuer’s common stock as more fully described in Item 5(c) below, (ii) the issuance of additional convertible notes to Pyxis as described in Item 4(a) below, and (iii) the entry into a First Amendment to Exclusive License Agreement dated September 1, 2008 between the Issuer and Access Business Group International LLC (“Access”), as more fully described in Item 4(f) below.

 

Item 1.

Security and Issuer.

 

 

Name of Issuer:

 

 

 

 

 

 

Interleukin Genetics, Inc.

 

 

 

 

Title of Class of Equity Securities:

 

 

 

 

 

 

Common Stock $.001 Par Value

 

 

 

 

Address of Issuer’s Principal Executive Office:

 

 

 

 

 

 

135 Beaver Street

Waltham, MA 02452

Item 2.

Identity and Background.

 

The information set forth in Item 2 of the Previous Filings is incorporated herein by reference.

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 7 of 13

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The source of Pyxis’ funds for the transaction described in Item 4 of this Amendment No. 7 is an intercompany loan from Alticor Inc. to Pyxis. Except as stated above, none of Alticor Inc., Solstice Holdings Inc., Alticor Global Holdings Inc. or the Directors and Officers contributed funds or other consideration in connection with the purchase.

 

The information set forth in Item 3 of the Previous Filings is incorporated herein by reference.

Item 4.

Purpose of Transaction.

 

The information set forth in Item 4 of the Previous Filings is incorporated herein by reference.

 

(a)       On June 11, 2008, the Issuer made a draw of $4,000,000 under the credit facility previously extended by Pyxis under that certain Stock Purchase Agreement dated August 17, 2006 (the “Stock Purchase Agreement”) and Amendment No. 5 to the Note Purchase Agreement between Pyxis and the Issuer dated October 23, 2002, as amended, as described in Amendment No. 4. In connection with such loan, Pyxis was issued a convertible promissory note of the Issuer having an original principal amount of $4,000,000 and bearing interest at a variable rate equal to the prime rate. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer’s common stock at any time at the option of Pyxis. The promissory note for such loan is convertible into the Issuer’s Common Stock at a rate of $5.6783 per share. As of June 11, 2008, the convertible promissory note would have been convertible into 704,436 shares of the Issuer’s common stock. If the convertible promissory note is not converted, the principal is due and payable on August 16, 2011. In addition, the information included in Item 5(c) below is incorporated herein by reference.

On August 12, 2008, Pyxis and the Issuer entered into a First Amendment to the Stock Purchase Agreement and an Amendment No. 6 to the Note Purchase Agreement between Pyxis and the Issuer dated October 23, 2002, as amended. Under those Amendments, Pyxis extended the term of the above described credit facility to March 31, 2009. As a result, the Issuer had $10,316,255 of remaining borrowing capacity under the credit facility through such date, on an as adjusted basis.

The foregoing descriptions of the First Amendment to Stock Purchase Agreement and Amendment No. 6 to Note Purchase Agreement are not intended to be complete and are qualified by the documents themselves, which are attached to this Amendment No. 7 as Exhibits 99.14 and 99.15, respectively, and incorporated herein by reference.

 

(d)       Under the Issuer’s Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (the “Certificate of Designations”), the Issuer’s Board of Directors is to be comprised of five members and Pyxis, as the sole holder of the shares of Series A Preferred Stock, has the right to nominate and elect four out of the five members of the Board of Directors (such four Directors, the “Series A Directors”). Immediately prior to the actions described in

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 8 of 13

 

 

Item 4(g) below, the Series A Directors were James M. Weaver, Dianne E. Bennett, George D. Calvert and Thomas R. Curran, Jr. Mr. Weaver serves as Chairman of the Board. Effective July 24, 2008, Pyxis, in its capacity as the sole holder of the shares of Series A Preferred Stock, executed a consent and waiver to the extent necessary to allow the Issuer to increase the number of Directors of the Issuer from five to seven and permitting the holders of the Issuer’s Common Stock, voting together as a separate class, to elect each such additional director at a meeting or pursuant to a consent, if permitted, of the Issuer’s stockholders for the election of directors; provided that such newly created directorships resulting from any such increase in the number of Directors were to be filled solely by the affirmative vote of not less than two-thirds of the remaining Directors then in office.

 

Immediately following the effectiveness of the consent, (i) the Board accepted the resignation of Ms. Bennett as a Series A Director, and the remaining Series A Directors, pursuant to their authority under the Certificate of Designations, elected Glenn S. Armstrong, Ph.D. to fill the vacancy created by such resignation; and (ii) the Board elected (A) Lewis Bender, the Issuer’s Chief Executive Officer, to fill one of the newly created directorships, to serve as a Class II Director of the Issuer until the 2011 annual stockholders meeting and (B) Mary E. Chowning to fill the other newly created directorship, to serve as a Class III Director of the Issuer until the 2009 annual stockholders meeting. The Board also made the following committee appointments: (1) Mary E. Chowning (Chair), Thomas R. Curran, Jr. and James M. Weaver will serve as the Audit Committee; (2) Glenn S. Armstrong (Chair), George D. Calvert and Mary E. Chowning will serve as the Nominating Committee; and (3) George D. Calvert (Chair), Thomas R. Curran, Jr. and Glenn S. Armstrong will serve as the Compensation Committee. Pursuant to the changes to the bylaws of the Issuer as described in Item 4(g) below, at least one of the members of each of the foregoing committees must be a Series A Director.

 

The Agreement to Lend Employee between Alticor Inc. and the Issuer relating to Thomas Curran’s service to the Issuer, as described in Amendment No. 6, is no longer in effect.

 

(f)        As previously reported on the Initial Schedule 13D, the Issuer had entered into a license agreement with Access in March 2003, granting an exclusive license of all of its current and future intellectual property, limited to certain uses within the field of nutrigenomics and dermagenomics. Effective as of September 1, 2008, the parties amended the formerly exclusive license agreement to render the license non-exclusive, thereby generally allowing the Issuer to license its intellectual property to third parties in addition to Access; provided, however, that the Issuer agreed not to license its intellectual property to certain competitors of Access. The parties also amended the license agreement to remove the right of first negotiation, which the Issuer had granted to Access upon entry into the license agreement, for the commercialization of all of the Issuer’s current and future intellectual property into products/services outside of the field of nutrigenomics and dermagenomics.

 

The foregoing description of the First Amendment to Exclusive License Agreement is qualified in its entirety by the full text of such agreement, which is incorporated by reference herein and are filed as Exhibit 99.16 hereto.

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 9 of 13

 

 

(g)       In connection with the changes to the Board of Directors described in Item 4(d) above, effective July 24, 2008, Pyxis, as the sole holder of the shares of Series A Preferred Stock, consented to, and the Board of Directors amended and restated the Issuer’s bylaws to, among other things, amend certain voting thresholds of the Board of Directors in light of the increase in the number of directors from five to seven, clarify the manner in which stockholder proposals and nominations for director should be brought to the attention of the Company, and streamline the provisions relating to the duties and responsibilities of the committees of the Board of Directors. As described in Item 4(d) above, at least one member of each of the Audit Committee, the Nominating Committee and the Compensation Committee must be a Series A Director. The foregoing description of the Amended and Restated bylaws of the Issuer is qualified in its entirety by the full text of such agreement, which is incorporated by reference herein and is filed as Exhibit 99.13 hereto.

 

Except as otherwise disclosed in its Previous Filings, as of the date of this filing none of the reporting persons has any plans or proposals of the type enumerated in Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

The information set forth in Item 5 of the Previous Filings is incorporated herein by reference.

(a)       Pyxis beneficially owns 35,748,692 shares of the Issuer’s stock, which is 58.9% of the sum of the number of the Issuer’s Common Stock that was outstanding as of June 30, 2008 (as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission) plus the number of shares that would have been outstanding upon conversion of all of the preferred stock and a convertible note held by Pyxis as of such date.

Alticor Inc., Solstice Holdings Inc., and Alticor Global Holdings Inc., may be deemed to beneficially own the same 35,748,692 shares of the Issuer’s stock.

The number of shares reported in this Item 5(a) includes 6,884,056 shares of Common Stock owned directly by Pyxis, 28,160,200 shares of Common Stock issuable to Pyxis upon conversion of its 5,000,000 shares of Series A Preferred Stock and 704,436 shares of Common Stock issuable to Pyxis upon conversion of a convertible note issued June 11, 2008 as described in Item 4(a) above, in each case as of June 30, 2008. In determining Pyxis’ beneficial ownership percentage above, a division calculation is used wherein 35,748,692 is the numerator and the denominator is equal to the sum of: (a) all shares of Common Stock outstanding (as reported by the Issuer), (b) 28,160,200 shares reserved for issuance upon the conversion of the Series A Preferred Stock, and (c) 704,436 shares reserved for issuance upon the conversion of the convertible note.

The calculations in this Item 5(a) are based on the Issuer having 31,789,343 shares of Common Stock outstanding as of June 30, 2008, as reported in the Issuer’s most recent

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 10 of 13

 

 

Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. In addition, these calculations assume no outstanding options or other rights to obtain Common Stock have been exercised by their holders except for the conversion of the Series A Preferred Stock and convertible notes by Pyxis as described herein or as otherwise indicated by the Issuer.

None of the other persons named in response to Item 2 of this Schedule 13D is the beneficial owner of the Common Stock except to the extent beneficial ownership of shares owned by Pyxis may be attributed to such person.

 

(b)       Pyxis holds the sole power to vote and dispose of the securities of Issuer that it holds. Alticor Inc., Solstice Holdings Inc., and Alticor Global Holdings Inc. have the power to direct the voting and disposition of the securities of the Issuer held by Pyxis by virtue of their direct or indirect control of Pyxis.

 

(c)       On June 11, 2008, Pyxis elected to convert $602,786 of convertible notes, consisting of the original principal amount of the convertible notes of $595,336 plus accrued and unpaid interest thereon, into shares of Common Stock at a conversion price per share of Common Stock equal to $0.6392. As a result of the election, 943,032 shares of Common Stock of Issuer were issued to Pyxis.

 

In addition, the information included in Item 4(a) above is incorporated herein by reference.

 

Except as described above, there have been no transactions in the Issuer’s Common Stock by any of the reporting persons during the past sixty (60) days.

 

(d)       Not applicable.

 

(e)       Not applicable.

 

The responses to (a) of this Item 5 are “Not Applicable” for the Directors and Officers. The responses to paragraph (b) and (c) of this Item 5 are “Not Applicable” and “None”, respectively, for Alticor Inc., Solstice Holdings Inc., Alticor Global Holdings Inc., and the Directors and Officers.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 6 of the Previous Filings and in Item 4 of this Amendment No. 7 is incorporated herein by reference.

 

 

Item 7.

Material to Be Filed as Exhibits.

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 11 of 13

 

 

Exhibit

Number

Description

 

99.1

Stock Purchase Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.2

Registration Rights Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.8 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.3

Certificate of Designations, Preferences and Rights of the Series A Preferred Stock of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.4

Amendment No. 3 to Note Purchase Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.5

Amendment No. 2 to Security Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.6

Exclusive License Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Access Business Group International LLC (hereby incorporated by reference to Exhibit 10.7 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.7

Research Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Access Business Group LLC (hereby incorporated by reference to Exhibit 10.6 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.8

Letter of Guaranty dated March 5, 2003 from Alticor Inc. (hereby incorporated by reference to Exhibit 10.14 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.9

Joint Filing Agreement dated September 24, 2004 between Pyxis Innovations Inc., Alticor Inc., Solstice Holdings Inc. (formerly known as Alticor Holdings Inc.), and Alticor Global Holdings Inc. (hereby incorporated by reference to Exhibit 99.9 to Amendment No. 2 filed on September 24, 2004)

 

99.10

Amendment No. 4 to Note Purchase Agreement dated February 23, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed on May 10, 2006)

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 12 of 13

 

 

99.11

Amendment No. 5 to Note Purchase Agreement dated August 17, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.11 to Amendment No. 4 filed August 17, 2006)

 

99.12

Stock Purchase Agreement dated August 17, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.12 to Amendment No. 4 filed August 17, 2006)

 

99.13

Amended and Restated Bylaws of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on July 28, 2008)

 

99.14

First Amendment to Stock Purchase Agreement, dated August 12, 2008, between Interleukin Genetics, Inc. and Pyxis Innovations Inc.

 

99.15

Amendment No. 6 to Note Purchase Agreement dated August 12, 2008 between Interleukin Genetics, Inc. and Pyxis Innovations Inc.

 

99.16

First Amendment to Exclusive License Agreement dated September 1, 2008 between Interleukin Genetics, Inc. and Access Business Group International LLC*

 

__________________

*

Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.

 

 


CUSIP NO. 458738101

 

 

 

SCHEDULE 13D

Page 13 of 13

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 19, 2008

PYXIS INNOVATIONS INC.

 

 

 

 

 

By:  /s/ Kim S. Mitchell

 

 

       Kim S. Mitchell, Assistant Secretary

 

 

 

 

 

 

 

Dated: September 19, 2008

ALTICOR INC.

 

 

 

 

 

By:  /s/ Kim S. Mitchell

 

 

       Kim S. Mitchell, Assistant Secretary

 

 

 

 

 

 

 

Dated: September 19, 2008

SOLSTICE HOLDINGS INC.

 

 

 

 

 

By:  /s/ Kim S. Mitchell

 

 

       Kim S. Mitchell, Assistant Secretary

 

 

 

 

 

 

 

Dated: September 19, 2008

ALTICOR GLOBAL HOLDINGS INC.

 

 

 

 

 

By:  /s/ Kim S. Mitchell

 

 

       Kim S. Mitchell, Assistant Secretary

 

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit

Number

Description

 

99.1

Stock Purchase Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.2

Registration Rights Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.8 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.3

Certificate of Designations, Preferences and Rights of the Series A Preferred Stock of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.4

Amendment No. 3 to Note Purchase Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.5

Amendment No. 2 to Security Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.6

Exclusive License Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Access Business Group International LLC (hereby incorporated by reference to Exhibit 10.7 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.7

Research Agreement dated March 5, 2003 between Interleukin Genetics, Inc. and Access Business Group LLC (hereby incorporated by reference to Exhibit 10.6 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.8

Letter of Guaranty dated March 5, 2003 from Alticor Inc. (hereby incorporated by reference to Exhibit 10.14 to the Issuer’s Form 8-K filed on March 5, 2003)

 

99.9

Joint Filing Agreement dated September 24, 2004 between Pyxis Innovations Inc., Alticor Inc., Solstice Holdings Inc. (formerly known as Alticor Holdings Inc.), and Alticor Global Holdings Inc. (hereby incorporated by reference to Exhibit 99.9 to Amendment No. 2 filed on September 24, 2004)

 

99.10

Amendment No. 4 to Note Purchase Agreement dated February 23, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed on May 10, 2006)

 


99.11

Amendment No. 5 to Note Purchase Agreement dated August 17, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.11 to Amendment No. 4 filed August 17, 2006)

 

99.12

Stock Purchase Agreement dated August 17, 2006 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.12 to Amendment No. 4 filed August 17, 2006)

 

99.13

Amended and Restated Bylaws of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on July 28, 2008)

 

99.14

First Amendment to Stock Purchase Agreement, dated August 12, 2008, between Interleukin Genetics, Inc. and Pyxis Innovations Inc.

 

99.15

Amendment No. 6 to Note Purchase Agreement dated August 12, 2008 between Interleukin Genetics, Inc. and Pyxis Innovations Inc.

 

99.16

First Amendment to Exclusive License Agreement dated September 1, 2008 between Interleukin Genetics, Inc. and Access Business Group International LLC*

 

__________________

*

Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.

 

 

 

EX-99.14 2 exh99-14.htm

EXHIBIT 99.14

 

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, effective August  12 , 2008, by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the “Company”), and Pyxis Innovations Inc., a Delaware corporation (“Investor”).

 

WHEREAS, on August 17, 2006, the parties hereto entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which Pyxis Innovations Inc. purchased from the Company, and the Company sold and issued to Investor, certain Common Shares of the Company;

 

WHEREAS, the Agreement contains provisions obligating Investor to loan the Company money, up to a specified Loan Commitment at any time prior to the second anniversary of the date of the Agreement, and pursuant to certain terms and conditions outlined in Article 2.5 of the Agreement, among other provisions (said rights and obligations constituting the “Credit Facility”);

 

WHEREAS, the parties now wish to amend the language of the Agreement to reflect an extension of time for Company to access the Credit Facility; and

 

WHEREAS, the Investor now wishes to amend its addresses for receipt of notices under the Agreement as well.

 

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

 

1.

Section 2.5.1 shall be amended in its entirety to read as follows:

 

“2.5.1         Available Financing. At any time prior to March 31, 2009, upon the request of the Company, Investor shall loan to the Company up to $14,384,463 (in the aggregate), subject to adjustment under Section 2.5.3 (the “Loan Commitment”). Loan requests shall be made in increments of not less than $1,000,000.

 

 

2.

The addresses for notices to Pyxis Innovations Inc. in Section 7.4 of the Stock Purchase Agreement shall be modified as follows:

 

 

“If to Investor:

Pyxis Innovations Inc.

 

7575 Fulton Street East

 

Ada, Michigan 49355-0001

 

Attention: General Counsel

 

Fax:   616/787-7602

 

 

With a copy to:

Bryan Cave LLP

 

One Metropolitan Square

 

211 North Broadway, Suite 3600

 

St. Louis, Missouri 63102-2750

 

Attention: Robert J. Endicott

 

Fax:   314/259-2020

 

 

3.

The parties acknowledge and agree that subsequent to the execution of the Agreement, the Company completed the Rights Offering, and as a result, the availability under the Loan Commitment was reduced by $68,208, leaving $14,316,255 million available thereafter. In addition, the parties acknowledge and agree that the Company has now already borrowed, and Investor has loaned, the sum of $4,000,000 under the Credit Facility, leaving an available loan amount of $10,316,255, as adjusted pursuant to the terms of the Agreement.

 

 

4.

All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

 


 

 

5.

All remaining provisions and conditions of the Agreement shall remain in full force and effect without change.

 

IN WITNESS WHEREOF, the parties have executed this First Amendment to the Stock Purchase Agreement effective as of the date first indicated above.

 

 

INTERLEUKIN GENETICS, INC.

 

 

 

 

By:

/s/ Lewis H. Bender

 

Typed Name:

Lewis H. Bender

 

Title:

Chief Executive Officer

 

 

 

PYXIS INNOVATIONS INC.

 

 

 

 

By:

/s/ Kim S. Mitchell

 

Typed Name:

Kim S. Mitchell

 

Title:

Assistant Secretary

 

 

 

EX-99.15 3 exh99-15.htm

EXHIBIT 99.15

 

AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT

 

THIS AMENDMENT NO. 6 (the “Amendment”), dated and effective as of August  12 , 2008, is by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the “Company”), and Pyxis Innovations Inc., a Delaware corporation (“Pyxis”).

 

The Company and Pyxis are parties to a Note Purchase Agreement dated as of October 23, 2002, as amended November 13, 2002, January 28, 2003, March 5, 2003, February 23, 2006, and August 17, 2006 (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.

 

The parties agree as follows:

 

 

1.

Recital C of the Agreement is revised to reflect the following developments since the Initial Closing:

 

Pyxis purchased, and the Company sold and issued to Pyxis, a promissory note in a principal amount of $500,000 on each of the following dates: October 23, 2002, November 14, 2002, December 16, 2002, and January 28, 2003 (the “Original Notes”).

 

On March 5, 2003, the Company and Pyxis entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) and various agreements referenced therein (collectively, the “Affiliation Agreements”). Pursuant to Section 2.5 of the Stock Purchase Agreement, Pyxis (i) agreed to extend further credit to the Company to expand its research partnerships (the “Research Loans”), and (ii) refinanced the Company’s bridge financing loans previously due in August 2003 (the “Refinancing Loan”). In addition, pursuant to Section 2.6 of the Stock Purchase Agreement, the Company and Pyxis amended and restated the terms of the Original Notes.

 

On June 30, 2003, Pyxis purchased, and the Company sold and issued to Pyxis, a promissory note in the principal amount of $595,363 (the “Refinancing Note”) as part of the Refinancing Loan.

 

On March 5, 2005, the Company and Pyxis amended the Stock Purchase Agreement to extend until March 5, 2007 the period during which Pyxis agrees to purchase additional Notes pursuant to Section 2.2B of this Agreement (Research Loans), subject to the terms and conditions of this Agreement.

 

On August 17, 2006, the Company and Pyxis entered into a Stock Purchase Agreement (the “2006 Stock Purchase Agreement”) for the purchase of Common Stock and extension of a Credit Facility in an amount not to exceed $14,384,463 in the aggregate, subject to adjustment pursuant to the terms of the 2006 Stock Purchase Agreement, including a dollar-for-dollar reduction equal to the proceeds of the sale of shares by the Company in the Rights Offering . Under that agreement, Pyxis agreed to purchase Notes pursuant to Section 2.2G of this Agreement, subject to the terms and conditions of this Agreement, when accessing the Credit Facility. The Company subsequently completed the Rights Offering, and as a result, the availability under the Credit Facility was reduced by $68,208, leaving $14,316,255 million available thereafter.

 

On December 17, 2007, Pyxis converted the Original Notes into an aggregate of 3,190,988 shares of the Company’s Common Stock.

 

On June 11, 2008, Pyxis (i) purchased, and the Company sold and issued to Pyxis, a promissory note in the principal amount of $4,000,000 (the “June 2008 Note”) under the terms of the 2006 Stock Purchase Agreement and the Credit Facility established therein (the “June 2008 Loan”), leaving $10,316,255 (which amount gives effect to the adjustment for

 


the Rights Offering pursuant to Section 2.5.3(a) of the 2006 Stock Purchase Agreement, as described above) available for loan under the Credit Facility as of the date of this Amendment and (ii) converted the Refinancing Note into 943,032 shares of the Company’s Common Stock.

 

On August  12 , 2008, the Company and Pyxis amended the 2006 Stock Purchase Agreement to extend until March 31, 2009, the period during which Pyxis agrees to purchase additional Notes pursuant to Section 2.2G of this Agreement, subject to the terms and conditions of this Agreement.

 

 

2.

The following Sections are amended as follows:

 

2.2G           Credit Facility.    At any time prior to March 31, 2009, Pyxis agrees to purchase, if and when requested by the Company, and upon making such a request, the Company hereby agrees to sell and issue to Pyxis, one or more Notes, the aggregate principal amount of which shall not exceed $14,384,463 (which such amount includes the $4,000,000 principal amount under the June 2008 Loan), or such lesser amount as may result from adjustment pursuant to the terms of the 2006 Stock Purchase Agreement (the “Loan Commitment”) (each, a “Working Capital Loan”). Subject to the terms and conditions of this Agreement, and the terms and conditions of the 2006 Stock Purchase Agreement, the closing of these purchases (each, a “Subsequent Closing”) will take place within ten business days following the Company’s written request to Pyxis to make such loan. For the purposes of each Working Capital Loan: (a) Pyxis hereby waives each of the closing conditions set forth in Section 2.5 except Section 2.5.1 (Representations and Warranties), Section 2.5.2 (Covenants), Section 2.5.3 (Injunction), Section 2.5.7 (Material Adverse Change), provided however, that for this purpose the date set forth in Section 2.5.7 shall be deemed to read June 30, 2006 with respect to the June 2008 Loan and June 30, 2008 with respect to each subsequent Working Capital Loan), Section 2.5.8 (Event of Default), and Section 2.5.12 (Other Documents); and (b) the Company hereby waives each of the closing conditions set forth in Section 2.4 except Section 2.4.1 (Representations and Warranties) and Section 2.4.3 (Injunction). The Working Capital Loans under this Section 2.2G are unsecured obligations; as such they are not subject to the Security Agreement.

 

2.2H           Form of Note. The Note for each Working Capital Loan shall be in the form set forth as Exhibit B of the Stock Purchase Agreement dated August 17, 2006 between the Company and Pyxis.

 

 

3.

Except as amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 


                This Amendment No. 6 to Note Purchase Agreement is signed as of the date first written above.

 

 

 

 

INTERLEUKIN GENETICS, INC.

 

 

 

 

By:

/s/ Lewis H. Bender

 

Typed Name:

Lewis H. Bender

 

Title:

Chief Executive Officer

 

 

 

PYXIS INNOVATIONS INC.

 

 

 

 

By:

/s/ Kim S. Mitchell

 

Typed Name:

Kim S. Mitchell

 

Title:

Assistant Secretary

 

 

 

 

EX-99.16 4 exh99-16.htm

EXHIBIT 99.16

 

EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

 

FIRST AMENDMENT

TO EXCLUSIVE LICENSE AGREEMENT

 

This First Amendment to Exclusive License Agreement (this “Amendment”) is made and entered into effective September 1, 2008, between Interleukin Genetics, Inc., a Delaware corporation having its principal office at 135 Beaver Street, Waltham, MA 02452 (“IG”) and Access Business Group International LLC, having offices at 7575 Fulton Street, East, Ada, Michigan 49355-001 (“ABG”).

 

WHEREAS, ABG and IG are parties to that certain Exclusive License Agreement effective March 5, 2003 (the “License Agreement”); and

 

WHEREAS, ABG and IG are parties to various Research Agreements effective, respectively, on March 5, 2003; June 17, 2004 (as amended); March 5, 2005; March 18, 2005; June 30, 2006; January 1, 2007; and January 31, 2008 (the “Research Agreements”)

 

WHEREAS, the parties wish to amend the License Agreement in accordance with the terms and conditions of this Amendment and to confirm their understanding with respect to intellectual property rights arising under the Research Agreements.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged ABG and IG agree as follows:

 

1.

Amendments to License Agreement.

 

(a)        As of the date hereof, the license and any other rights granted by IG to ABG in Section 3.1 of the License Agreement shall be converted to a nonexclusive license and, in connection therewith, Section 3.1 of the License Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

“3.1 IG hereby grants to ABG a non-exclusive license with the right to grant sublicenses, to practice in the Licensed Field under the IG Patent Rights, the IG Technology and IG’s interest in the Program Patent Rights and Program Inventions to make, have made, use, sell offer for sale and import Nutrigenomics Consumables and Dermagenomic Consumables in the Licensed Territory and in the Licensed Field and to sell Nutrigenomics Tests and Dermagenomics Tests in the Licensed Territory and in the Licensed Field for the term of this Agreement unless earlier terminated pursuant to the terms hereof; provided, however that such license does not include the right to perform or sublicense others to perform Dermagenomics Test or Nutrigenomics Tests.”

 

(b)        A new Section 3.2 is hereby added to the License Agreement which shall provide as follows:

“3.2     During the term of the Agreement, IG agrees that its intent is to collaborate with and grant licenses to pharmaceutical, biotechnology, diagnostic, molecular diagnostic, consumer products, medical device and healthcare management companies under the IG Patent Rights, the IG Technology and IG’s interest in the Program Patent Rights and Program Inventions to make, have made, use, sell, offer for sale, export or import genetic tests. Pertaining to license grants in Nutrigenomics Tests, Dermagenomics Tests, Nutrigenomics Consumables or Dermagenomics Consumables in

 


 

 

the Licensed Territory and in the Licensed Field, IG agrees not to grant to any of the companies on the attached Schedule A a license under the IG Patent Rights, the IG Technology and IG’s interest in the Program Patent Rights and Program Inventions to make, have made, use, sell, offer for sale, export or import Nutrigenomics Tests, Dermagenomics Tests, Nutrigenomics Consumables or Dermagenomics Consumables in the Licensed Territory and in the Licensed Field and IG further agrees to include such restriction in all of its licenses of such IG Patent Rights, IG Technology and IG’s interest in the Program Patent Rights and Program Inventions. IG agrees that ABG may from time to time request additions to Schedule A and such Schedule A shall be amended in a written document executed by both parties promptly upon such request.”

 

(c)        A new Section 3.3 is hereby added to the License Agreement, which shall provide as follows:

 

“3.3     If IG desires to make, have made, use, sell, offer for sale and import any Nutrigenomics Consumable or Dermagenomics Consumables that is a Program Invention under the Research Agreements, and of which ABG has sole and exclusive ownership, IG must separately obtain a license to do so from ABG.”

 

(d)        Section 4.1 of the License Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

“4.1 ABG will pay to IG a royalty of [      *      ] of the Manufacturing Cost of Dermagenomics and Nutrigenomics Consumable sold by ABG and its Related Companies [      *      ].”

 

(e)        Section 6.5 of the License Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

“6.5     ABG shall have the right to terminate this Agreement, without cause, on thirty (30) days advance written notice to IG.”

 

(f)        Section 7.3(c) of the License Agreement is hereby amended by adding the following sentence to the end of this section:

 

“Costs for any changes made or any countries added at the request of ABG shall be paid for by ABG.”

 

(g)        Section 7.4 of the License Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

“7.4. Subject to Section 5.8, either Party may make public disclosures or provide publicity with regard to the Program Patent Rights and Licensed Information and its application in the Licensed Fields, provided that a disclosing Party shall make reasonable efforts to provide notice to the other Party beforehand and allow the other Party to comment on any such proposed disclosure or publicity.”

 

(h)        Article VIII of the License Agreement is hereby deleted in its entirety.

 

 


 

 

2.         Intellectual Property Rights – Research Agreements. For the avoidance of doubt, ABG and IG desire to confirm their agreement with respect to ownership of intellectual property rights arising under the Research Agreements.

 

(a)        IG’s Intellectual Property Rights. Specifically as set forth in the Research Agreements (except for the Research Agreement effective March 18, 2005, which is separately addressed in this Section 2(a)), effective as of the date of each such Research Agreement, IG shall have the sole and exclusive ownership of all inventions, discoveries, improvements or other proprietary intellectual property rights relating to genomics tests arising under the research program set forth in each respective agreement, with full rights to license or sublicense. With respect to the Research Agreement between the Parties effective March 18, 2005, IG shall have the sole and exclusive ownership of all inventions, discoveries, improvements or other proprietary intellectual property rights arising under the research program set forth therein, with full rights to license or sublicense.

 

(b)       ABG’s Intellectual Property Rights. Specifically as set forth in the Research Agreements (except for the Research Agreement effective March 18, 2005, which is separately addressed in Section 2(a) above), effective as of the date of each such Research Agreement, ABG shall have the sole and exclusive ownership of all inventions, discoveries, improvements or other proprietary intellectual property rights relating to nutritional or skincare products arising under the research program set forth in each respective agreement, with full rights to license or sublicense.

 

3.         All capitalized terms herein shall have the meanings set forth in the License Agreement.

 

4.         Except as set forth herein, all remaining terms and conditions of the License Agreement shall remain unchanged and in full force and effect.

 

5.         The terms of this Amendment shall be construed and governed in accordance with the laws of the State of Michigan, without regard to the choice of law principles of Michigan or any other state or country.

 

6.         This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. No agreement hereafter made shall be effected to change, modify, or discharge this Amendment, in whole or in part, unless such agreement is in writing and signed by or on behalf of the party against whom the enforcement of the change, modification, or discharge is sought. This Amendment shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. Each person whose signature appears below represents and warrants that he or she has the authority to bind the entity on whose behalf he or she has executed this Amendment.

 

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Exclusive License Agreement effective as of the date set forth above.

           

ACCESS BUSINESS GROUP

 

INTERNATIONAL LLC

INTERLEUKIN GENETICS, INC.

 

 

 

 

By: /s/ Jay G. Ertl

By: /s/ Lewis H. Bender

 

 

Its: Vice President – Product Supply

Its: Chief Executive Officer

 


 

 

SCHEDULE A

 

[      *      ]

 

 

 

 

 

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